Exhibit 4.4


 




	
  

  	
  A MARYLAND REAL
  ESTATE INVESTMENT TRUST CUSIP 40426W 50 7 THIS CERTIFIES THAT is the
  registered holder of FULLY PAID AND NONASSESSABLE 61/2% SERIES D CUMULATIVE
  CONVERTIBLE PREFERRED SHARES OF BENEFICIAL INTEREST IN HRPT PROPERTIES TRUST
  a Maryland real estate investment trust (the “Trust”), transferable on the
  books of the Trust by the holder hereof in person or by its duly authorized
  attorney upon surrender of this Certificate properly endorsed. This
  Certificate and the shares evidenced hereby are issued and shall be held
  subject to all of the provisions of the Declaration of Trust and Bylaws of
  the Trust and any amendments thereto. The holder of this Certificate and
  every transferee or assignee hereof by accepting or holding the same agrees
  to be bound by all of the provisions of the Declaration of Trust and Bylaws
  of the Trust, as amended from time to time. This Certificate is not valid
  unless countersigned and registered by the Transfer Agent and Registrar. IN
  WITNESS WHEREOF, the Trust has caused this Certificate to be executed on its
  behalf by its duly authorized officers. Dated: PRESIDENT TREASURER
  COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK, N.A. TRANSFER AGENT AND
  REGISTRAR BY AUTHORIZED SIGNATURE HRD AMERICAN FINANCIAL PRINTING INCORPORATED
  – MINNEAPOLIS THE DECLARATION OF TRUST PROVIDES THAT THE NAME “HRPT
  PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION OF TRUST,
  COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND NO TRUSTEE,
  SHAREHOLDER, EMPLOYEE OR AGENT OF THE TRUST SHALL BE HELD TO ANY PERSONAL
  LIABILITY, JOINTLY OR SEVERALLY, IN CONNECTION WITH THIS INSTRUMENT. ALL
  PERSONS DEALING WITH THE TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF
  THE TRUST FOR PAYMENT OF ANY SUM OR PERFORMANCE OF ANY OBLIGATION. 61/2%
  SERIES D CUMULATIVE CONVERTIBLE PREFERRED SHARES $.01 PAR VALUE PER SHARE
  THIS CERTIFICATE IS TRANSFERABLE IN SOUTH SAINT PAUL, MN. 61/2% SERIES D
  CUMULATIVE CONVERTIBLE PREFERRED SHARES $.01 PAR VALUE PER SHARE SEE REVERSE
  FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION CUSIP
  203233 40 8 XXXXX XXXXXX XX X 

  






 


 














	
  

  	
  HRPT PROPERTIES
  TRUST IMPORTANT NOTICE PURSUANT AND SUBJECT TO THE TERMS OF THE TRUST’S
  DECLARATION OF TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS AND
  SUPPLEMENTS THERETO (THE “DECLARATION”), IS ON FILE WITH THE STATE DEPARTMENT
  OF ASSESSMENTS AND TAXATION OF MARYLAND, THE TRUST HAS THE AUTHORITY TO
  CREATE ONE OR MORE ADDITIONAL CLASSES OR SERIES OF SHARES AND ISSUE
  ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES. THE TRUST WILL
  FURNISH A FULL STATEMENT OF (i) THE AUTHORITY OF THE TRUST TO CREATE
  ADDITIONAL CLASSES OR SERIES OF SHARES AND ISSUE ADDITIONAL SHARES OF ANY
  EXISTING CLASS OR SERIES OF SHARES, (ii) THE TERMS OF ANY EXISTING CLASS OR
  SERIES OF SHARES, AND (iii) SUCH OTHER INFORMATION AS IS REQUIRED BY SECTION
  8-203(d) OF THE MARYLAND REIT LAW, WITHOUT CHARGE TO ANY SHAREHOLDER UPON
  REQUEST TO THE SECRETARY OF THE TRUST. THE SHARES EVIDENCED BY THIS
  CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER WHICH ARE
  OR MAY HEREAFTER BE CONTAINED IN THE DECLARATION OR IN THE BYLAWS OF THE
  TRUST, AS AMENDED FROM TIME TO TIME (THE “BYLAWS”), INCLUDING PROVISIONS
  WHICH PROHIBIT THE OWNERSHIP OF MORE THAN 9.8% OF THE TRUST’S SECURITIES BY
  ANY PERSON OR GROUP. THIS DESCRIPTION OF THE RESTRICTIONS UPON OWNERSHIP OR
  TRANSFER OF THE TRUST’S SECURITIES IS NOT COMPLETE. A MORE COMPLETE
  DESCRIPTION OF THESE RESTRICTIONS APPEARS IN THE DECLARATION OR BYLAWS, AS
  APPLICABLE, COPIES OF WHICH WILL BE SENT WITHOUT CHARGE TO ANY SHAREHOLDER
  UPON REQUEST TO THE SECRETARY OF THE TRUST. The following abbreviations, when
  used in the inscription on the face of this Certificate, shall be construed
  as though they were written out in full according to applicable laws or
  regulations: TEN COM – as tenants in common UTMA – Custodian (Cust) (Minor)
  TEN ENT – as tenants by entireties under Uniform Transfers to Minors JT TEN –
  as joint tenants with right of survivorship Act and not as tenants in common
  (State) Additional abbreviations may also be used though not in above list.
  For value received hereby sell, assign, and transfer unto (PLEASE PRINT OR
  TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE) Shares of
  beneficial interest represented by the within Certificate, and do hereby
  irrevocably constitute and appoint Attorney to transfer the said shares on
  the books of the within-named Trust with full power of substitution in the
  premises. Dated X X NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
  WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR
  WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE
  GUARANTEED ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A
  BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS
  MEDALLION PROGRAM (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION
  SIGNATURE PROGRAM (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”)
  AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.
  PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE