Adam D. Portnoy - May 15, 2023 Form 4 Insider Report for TravelCenters of America Inc. /MD/ (TA)

Role
Director
Signature
/s/ Adam D. Portnoy
Stock symbol
TA
Transactions as of
May 15, 2023
Transactions value $
-$56,889,516
Form type
4
Date filed
5/15/2023, 09:47 AM
Previous filing
Mar 29, 2023
Next filing
May 23, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TA Common Stock Disposed to Issuer -$3.41M -39.7K -100% $86.00 0 May 15, 2023 Direct F1, F2
transaction TA Common Stock Disposed to Issuer -$53.5M -622K -100% $86.00 0 May 15, 2023 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Adam D. Portnoy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On May 15, 2023, BP Products North America Inc. ("Parent") acquired all of the common shares of the Issuer pursuant to the terms of the Agreement and Plan of Merger, dated as of February 15, 2023 (the "Merger Agreement"), entered into by and among the Issuer, Parent and Bluestar RTM Inc., an indirect wholly-owned subsidiary of Parent ("Merger Subsidiary"). Pursuant to the Merger Agreement, Merger Subsidiary merged with and into the Issuer, with the Issuer surviving as an indirect wholly-owned subsidiary of Parent (the "Merger").
F2 Reflects that each share of Issuer common stock, par value $0.001 ("Company Stock"), that was outstanding immediately prior to the effective time of the Merger (the "Effective Time") was converted into the right to receive $86.00 in cash, without interest, subject to the terms and conditions of the merger agreement (the "Merger Consideration"). Immediately prior to the Merger, any shares of Company Stock granted subject to vesting or other lapse restrictions under any Company Stock Plan (as defined in the Merger Agreement) vested in full and became free of such restrictions as of the Effective Time and converted into the right to receive an amount in cash equal to the Merger Consideration, less any applicable withholding taxes.
F3 Shares are held by The RMR Group LLC ("RMR LLC") which is a direct majority owned subsidiary of the RMR Group Inc. ("RMR Inc."), of which Mr. Portnoy is the President and Chief Executive Officer, a managing director and controlling shareholder through ABP Trust. Mr. Portnoy is a holder of shares of beneficial interest in, and the sole trustee of, ABP Trust. Mr. Portnoy is also the President and Chief Executive Officer of RMR LLC, ABP Trust and RMR Inc. and Mr. Portnoy may be deemed to beneficially own the shares owned directly by RMR LLC. Mr. Portnoy disclaims beneficial ownership of the shares owned by RMR LLC except to the extent of his pecuniary interest therein.