FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Penney Kati M.
2. Issuer Name and Ticker or Trading Symbol

FIRST POTOMAC REALTY TRUST [ FPO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Trustee
(Last)          (First)          (Middle)

C/O FIRST POTOMAC REALTY TRUST, 7600 WISCONSIN AVE, 11TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

10/2/2017
(Street)

BETHESDA, MD 20814
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares   10/2/2017     D    8526   D   (1) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 27, 2017, among First Potomac Realty Trust, First Potomac Realty Investment Limited Partnership, Government Properties Income Trust ("GOV"), GOV NEW OPPTY REIT, a wholly-owned subsidiary of GOV ("REIT Merger Sub"), and GOV NEW OPPTY LP, a majority-owned subsidiary of REIT Merger Sub and wholly-owned subsidiary of GOV (the "Merger Agreement"), in exchange for $11.15 in cash per share, without interest, less any applicable tax withholding.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Penney Kati M.
C/O FIRST POTOMAC REALTY TRUST
7600 WISCONSIN AVE, 11TH FLOOR
BETHESDA, MD 20814



Trustee

Signatures
Samantha Sacks Gallagher, EVP and General Counsel, Attorney in fact for Kati M. Penney 10/2/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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