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Shareholders' Equity
 12 Months Ended
Dec. 31, 2015
Shareholders' Equity  
Shareholders' Equity

Note 4. Shareholders’ Equity

We have common shares available for issuance under the terms of our equity compensation plan, or our Share Award Plan. We awarded 84,000 common shares with an aggregate market value of $1,321 during the year ended December 31, 2015, 81,700 common shares with an aggregate market value of $1,750 during the year ended December 31, 2014 and 82,600 common shares with an aggregate market value of $1,888 during the year ended December 31, 2013 to our officers and certain employees of The RMR Group LLC, or RMR LLC, pursuant to our Share Award Plan. In addition, in May 2015, we awarded each of our five Trustees 2,500 common shares with an aggregate market value of $252  ($50 to each Trustee) pursuant to our Share Award Plan as part of their annual fees. In September 2015, we awarded 2,500 of our common shares with a market value of $41 to a new Independent Trustee who was elected to our Board at that time. We awarded each of our five Trustees 2,500 common shares in 2014 and 2,000 common shares in 2013 with an aggregate market value of $306  ($61 to each Trustee) and $286  ($57 to each Trustee), respectively, pursuant to our Share Award Plan as part of their annual fees. Shares awarded to the Trustees vest immediately. The shares awarded to our officers and other employees of our manager vest in five equal annual installments beginning on the date of grant. We include the value of awarded shares in general and administrative expenses in our consolidated statements of comprehensive income at the time the awards vest. At December 31, 2015, 2,640,536 of our common shares remain available for issuance under our Share Award Plan.

A summary of shares granted and vested under the terms of our Share Award Plan from January 1, 2012 to December 31, 2015 is as follows:

 

 

 

 

 

 

 

 

 

    

 

    

Weighted Average

 

 

 

 

 

Grant Date

 

 

 

Number of Shares

 

Fair Value

 

Unvested shares at December 31, 2012

 
140,034

 

$
23.03

 

Shares granted in 2013

 
92,600

 

$
23.48

 

Shares vested / forfeited in 2013

 
(81,923)

 

$
23.85

 

Unvested shares at December 31, 2013

 
150,711

 

$
23.84

 

Shares granted in 2014

 
94,200

 

$
21.83

 

Shares vested / forfeited in 2014

 
(91,433)

 

$
21.87

 

Unvested shares at December 31, 2014

 
153,478

 

$
23.39

 

Shares granted in 2015

 
99,000

 

$
16.30

 

Shares vested / forfeited in 2015

 
(93,604)

 

$
16.17

 

Unvested shares at December 31, 2015

 
158,874

 

$
19.39

 

The 158,874 unvested shares as of December 31, 2015 are scheduled to vest as follows: 61,644 shares in 2016, 47,730 shares in 2017, 32,700 shares in 2018 and 16,800 shares in 2019. As of December 31, 2015, the estimated future compensation for the unvested shares was $2,358 based on the closing share price of $14.84 on December 31, 2015. At December 31, 2015, the weighted average period over which the compensation expense will be recorded is approximately 1.7 years. We recorded share based compensation expense of $1,373 in 2015, $1,914 in 2014 and $1,961 in 2013.

In February 2015, we issued 31,050,000 common shares in a public offering, raising net proceeds of approximately $659,496. In April 2014, we issued 15,525,000 common shares in a public offering, raising net proceeds of approximately $322,807. In January 2013, we issued 11,500,000 common shares in a public offering, raising net proceeds of approximately $261,813. We used the net proceeds from these offerings to repay amounts outstanding under our revolving credit facility and for general business purposes.

On June 5, 2015, we issued 2,345,000 of our common shares in connection with our acquisition of an interest in RMR Inc., as further described in Note 5.

On September 24, 2015, we purchased an aggregate of 13,113 of our common shares for $16.19 per share, the closing price of our common shares on the NYSE on that day, from certain of our officers and other employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of restricted common shares.

During the year ended December 31, 2015, we issued 81,557 of our common shares to RMR LLC as part of the business management fees payable by us under our business management agreement. See Note 5 for further information regarding this agreement.

Our cash distributions to our common shareholders were $1.56 per share for each of the years ended December 31, 2015, 2014 and 2013. As described in Note 5, on December 14, 2015, we distributed 2,635,379, or 0.0111 of a share for each of our common shares, of RMR Inc. shares of class A common stock we owned to our common shareholders as a special distribution. The distribution of shares of class A common stock of RMR Inc. resulted in a taxable in-kind distribution of $0.1320 for each of our common shares. The characterization of our distributions paid or accrued in 2015, 2014 and 2013 was 51.48%,  54.00% and 66.19% ordinary income, respectively; 47.80%,  46.00% and 21.30% return of capital, respectively; 0%,  0% and 3.10% capital gain, respectively; and 0%,  0% and 9.41% unrecaptured Section 1250 gain, respectively. On January 11, 2016, we declared a quarterly distribution of $0.39 per share, or $92,614, to our common shareholders of record on January 22, 2016, with respect to our operating results for the quarter ended December 31, 2015; we expect to pay this distribution on or about February 23, 2016, using cash on hand and borrowings under our revolving credit facility.