UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

GOVERNMENT INCOME PROPERTIES TRUST

(Exact name of registrant as specified in its charter)

 

Maryland

 

26-4273474

(State of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

Two Newton Place, 255 Washington Street, Suite 300, Newton, MA

 

02458-1634

(Address of principal executive offices)

 

(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

 

Name of each exchange on which
each class is to be registered

 

 

 

5.875% Senior Notes due 2046

 

The NASDAQ Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box: x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box: o

 

Securities Act registration statement file number to which this form relates (if applicable): Not applicable

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 


 

EXPLANATORY NOTE

 

Government Properties Income Trust, or the Company, is filing this Form 8-A in connection with the transfer of the listing of its 5.875% Senior Notes due 2046, or the Notes, from the New York Stock Exchange to The NASDAQ Stock Market LLC.

 

Item 1.  Description of Registrant’s Securities to be Registered.

 

A description of the Notes is contained in the Prospectus Supplement dated May 19, 2016 under the caption “Description of the Notes” at pages S-6 through S-10 and S-26 through S-28 thereof, filed with the Securities and Exchange Commission, or the SEC, on May 23, 2016, which supplements the description in the Prospectus dated July 12, 2013 under the caption “Description of Debt Securities” at pages 6 through 16 thereof, related to the Company’s Registration Statement on Form S-3 (File No. 333-189923) initially filed with the SEC on July 12, 2013.  The descriptions in such Prospectus Supplement and Prospectus are incorporated herein by reference.

 

Item 2. Exhibits

 

Exhibit
Number

 

Description

 

 

 

4.1

 

Indenture, dated as of August 18, 2014, between the Company and U.S. Bank National Association. (Incorporated by reference to the Company’s Current Report on Form 8-K dated August 18, 2014.)

 

 

 

4.2

 

Supplemental Indenture No. 2, dated as of May 26, 2016, between the Company and U.S. Bank National Association, including the form of 5.875% Senior Notes due 2046. (Incorporated by reference to the Company’s Current Report on Form 8-K dated May 26, 2016.)

 

 

 

4.3

 

Authentication Order, dated June 22, 2016, from the Company to U.S. Bank National Association. (Filed herewith.)

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

GOVERNMENT PROPERTIES INCOME TRUST

 

 

 

 

 

 

 

By:

/s/ Mark L. Kleifges

 

Name:

Mark L. Kleifges

 

Title:

Chief Financial Officer and Treasurer

 

Dated: June 30, 2016

 

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