EQC Equity Commonwealth

Item 3.03   Material Modification to Rights of Security Holders.

On June 17, 2014, CommonWealth REIT (the “Company”) entered into an amendment (the “Amendment”) to the Renewed Rights Agreement, dated as of March 10, 2004, as amended on December 23, 2013 (as so amended, the “Rights Agreement”) between the Company and EquiServe Trust Company, N.A., as succeeded in interest by Wells Fargo Bank, National Association (“Wells Fargo”), as rights agent.

Effective as of June 17, 2014, the Amendment accelerated the final expiration date of the Company’s common shares purchase rights (the “Rights”) issued under the Rights Agreement from October 17, 2014 to June 17, 2014. Accordingly, as of 5:00 p.m. (New York City time) on June 17, 2014, the Rights expired and the Rights Agreement terminated as of such time.

The foregoing description of the Amendment and the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment and the Rights Agreement. A copy of the Amendment is attached as Exhibit 4.1 to this report and is incorporated herein by reference.  A copy of the Rights Agreement as originally executed is attached as Exhibit 4.1 to the Current Report on Form 8-K of the Company filed on March 15, 2004 and is incorporated herein by reference.  A copy of the December 23, 2013 amendment to the Rights Agreement is attached as Exhibit 4.1 to the Current Report on Form 8-K of the Company filed on December 26, 2013 and is incorporated herein by reference.

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 18, 2014, in connection with the amendment and expiration of the Rights Agreement, as described above, the Company filed Articles Supplementary with the Maryland State Department of Assessments and Taxation reclassifying the Company’s 3,500,000 authorized but unissued Junior Participating Preferred Shares, par value $0.01 per share, as authorized preferred shares of beneficial interest, par value $0.01 per share, of the Company without further designation and without any preferences or relative, participating, optional, conversion or other rights appertaining thereto, or voting powers, restrictions, limitations as to dividends, qualifications, terms or conditions or redemption, other than those applicable to preferred shares of the Company generally as set forth in the Company’s Third Amendment of Declaration of Trust. The foregoing description is subject to and qualified in its entirety by reference to the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this report and incorporated herein by reference.

Item 8.01   Other Events.

As previously disclosed, on March 23, 2014, all members of the Company’s Board of Trustees (the “Board”) were removed, without cause, as trustees of the Company. As a result of no longer having any trustees, the Company then failed to be in compliance with certain provisions of Section 303A of the New York Stock Exchange (“NYSE”) Listed Company Manual (the “NYSE Rules”).

As previously disclosed, at a special meeting of shareholders held on May 23, 2014, the following seven individuals were elected to serve on the Board: Sam Zell, James Corl, Edward Glickman, David Helfand, Peter Linneman, James Lozier and Kenneth Shea. Following the special meeting of shareholders, the Board, among other things, determined that Messrs. Corl, Glickman, Linneman, Lozier and Shea are independent within the meaning of the NYSE Rules. Furthermore, the Board appointed three independent trustees to each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

As a result of these Board actions, the Company submitted an affirmation of compliance to the NYSE on June 12, 2014.  The Company then received a letter from the NYSE, dated June 12, 2014, acknowledging that, as of June 12, 2014, the Company is in compliance with all NYSE corporate governance listing standards and will be removed from the NYSE list of noncompliant issuers.

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Item 9.01.     Financial Statements and Exhibits.

(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.

(d)  The following exhibits are filed as part of this report:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 3.1

COMMONWEALTH REIT

ARTICLES SUPPLEMENTARY

REDESIGNATING AND RECLASSIFYING 3,500,000 SHARES OF

JUNIOR PARTICIPATING PREFERRED SHARES AS PREFERRED SHARES

CommonWealth REIT, a Maryland real estate investment trust (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST: Pursuant to the authority expressly vested in the Board of Trustees of the Company (the “Board of Trustees”) by Section 6.1 of the Declaration of Trust of the Company (as amended and supplemented to date, the “Declaration of Trust”) and pursuant to Section 8-203 of the Corporations and Associations Article of the Annotated Code of Maryland, the Board of Trustees, or a duly authorized committee thereof, (i) by or as contemplated by Articles Supplementary filed with the Department on November 4, 1994, classified and designated 1,000,000 authorized but unissued preferred shares of beneficial interest, par value $0.01 per share (“Preferred Shares”), as a separate class of Preferred Shares designated as Junior Participating Preferred Shares, par value $0.01 per share (“Junior Participating Preferred Shares”), (ii) by or as contemplated by Articles Supplementary filed with the Department on May 14, 1997, classified and designated an additional 250,000 authorized but unissued Preferred Shares as Junior Participating Preferred Shares, bringing the total number of authorized shares of such series to 1,250,000, (iii) by or as contemplated by Articles Supplementary filed with the Department on May 22, 1998, classified and designated an additional 250,000 authorized but unissued Preferred Shares as Junior Participating Preferred Shares, bringing the total number of authorized shares of such series to 1,500,000, (iv) by or as contemplated by Articles Supplementary filed with the Department on June 17, 2003, classified and designated an additional 250,000 authorized but unissued Preferred Shares as Junior Participating Preferred Shares, bringing the total number of authorized shares of such series to 1,750,000, (v) by or as contemplated by Articles Supplementary filed with the Department on January 7, 2004, classified and designated an additional 250,000 authorized but unissued Preferred Shares as Junior Participating Preferred Shares, bringing the total number of authorized shares of such series to 2,000,000, (vi) by or as contemplated by Articles Supplementary filed with the Department on March 16, 2005, classified and designated an additional 250,000 authorized but unissued Preferred Shares as Junior Participating Preferred Shares, bringing the total number of authorized shares of such series to 2,250,000, (vii) by or as contemplated by Articles Supplementary filed with the Department on September 12, 2005, classified and designated an additional 250,000 authorized but unissued Preferred Shares as Junior Participating Preferred Shares, bringing the total number of authorized shares of such series to 2,500,000, (viii) by or as contemplated by Articles Supplementary filed with the Department on December 29, 2006, classified and designated an additional 500,000 authorized but unissued Preferred Shares as Junior Participating Preferred Shares, bringing the total number of authorized shares of such series to 3,000,000, and (ix) by or as contemplated by Articles Supplementary filed with the Department on October 15, 2007, classified and designated an additional 500,000 authorized but unissued Preferred Shares as Junior Participating Preferred Shares, bringing the total number of authorized shares of such series to 3,500,000.

THIRD: No Preferred Shares designated as Junior Participating Preferred Shares are either issued or outstanding as of the date hereof.

FOURTH: Pursuant to the authority expressly vested in the Board of Trustees as aforesaid, the Board of Trustees, by resolutions duly adopted on June 5, 2014 (the “Resolutions”), has  reclassified  the 3,500,000 shares of  Junior Participating Preferred Shares into  Preferred Shares, without further designation and without any preferences or relative, participating, optional, conversion or other rights appertaining thereto, or voting powers, restrictions, limitations as to dividends, qualifications, terms or conditions of redemption, other than those, if any, applicable to Preferred Shares of the Company generally, such that the same, as Preferred Shares otherwise authorized for issuance under the Declaration of Trust, shall be available for future reclassification and available for issuance upon proper authorization by the Board of Trustees from time to time.

FIFTH: These Articles Supplementary have been approved by the Board of Trustees in the manner and by the vote required by law.

SIXTH: These Articles Supplementary shall be effective at the time the Department accepts them for record.

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SEVENTH: The undersigned Chief Executive Officer and President of the Company acknowledges these Articles Supplementary to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer and President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Chief Executive Officer and President and attested to by its General Counsel and Secretary on this 18th day of June, 2014.

ATTEST:

[Signature page to Articles Supplementary]

(6)                                 This Amendment shall be deemed to be a contract made under the laws of the State of Maryland and shall for all purposes be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts made and to be performed entirely within the State of Maryland, including its principles of conflicts of law.  The rights and duties of the Rights Agent hereunder shall be governed by the laws of the State of Maryland, including its principles of conflicts of law.

(7)                                 This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.  A facsimile or .pdf signature delivered electronically shall constitute an original signature for all purposes.

(8)                                 By execution of this Amendment by the Company, the Company hereby directs the Rights Agent to execute this Amendment in its capacity as Rights Agent pursuant to the Rights Agreement and in accordance with the terms of Section 26 of the Rights Agreement. The officer of the Company executing this Amendment on behalf of the Company hereby as an appropriate officer of the Company certifies on behalf of the Company that this Amendment is in compliance with the terms of Section 26 of the Rights Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the parties to this Amendment have caused this Amendment to be duly executed, all as of the day and year first above written.

[Signature page to Amendment No. 2 to Renewed Rights Agreement]