UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

Washington D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~November~~Pursuant 1,to ~~2016~~Section 13 or 15(d) of the Securities Exchange Act of 1934

December 20, 2016

Date of Report (Date of Earliest Event Reported)

Dakota Plains Holdings, Inc. (Exact Name of Registrant as Specified in its Charter)

(Exact Name of Registrant as Specified in its Charter)

Nevada	001-36493	20-2543857
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

294 Grove Lane East Wayzata, Minnesota	55391
(Address of Principal Executive Offices)	(Zip Code)

(952) 473-9950

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~☐ Soliciting ~~1.01~~material ~~Entry~~pursuant ~~into~~to aRule ~~Material~~14a-12 ~~Definitive~~under ~~Agreement~~the Exchange Act (17 CFR 240.14a-12)

~~On November 1, 2016, Dakota Plains Holdings, Inc. (the “Company”)~~☐ ~~and~~Pre-commencement ~~certain~~communications ofpursuant ~~its subsidiaries entered into an Amendment No. 4~~ to ~~Forbearance~~Rule ~~Agreement~~ 14d-2(~~the “Amendment”~~b) ~~to amend~~under the ~~Forbearance~~Exchange ~~Agreement~~Act ~~dated as of May 3, 2016~~ (as17 ~~amended~~CFR previously, the “Forbearance Agreement”), by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, the Company, DPTS Marketing LLC, Dakota Petroleum Transport Solutions, LLC and DPTS Sand, LLC, the lenders from time to time party thereto 240.14d-2(~~the “Lenders”~~b)~~, and SunTrust Bank, as administrative agent for the Lenders.~~)

~~Among~~☐ Pre-commencement ~~other~~communications ~~things,~~pursuant ~~the~~to ~~Amendment~~Rule ~~extends~~13e-4(c) ~~the forbearance period~~ under the ~~Forbearance~~Exchange ~~Agreement~~Act ~~until~~(17 ~~January 3,~~CFR ~~2017~~240. ~~The Amendment also requires that the Company receive one or more executed letters of intent for the purchase of all or substantially all of the Company’s equity or assets~~ 13e-4(~~such transaction, a “Potential Transaction”~~c) ~~from potential purchasers with demonstrated ability to close a Potential Transaction (each such potential purchaser, a “Potential Purchaser”~~) ~~by November 18, 2016, and enter into a definitive asset purchase agreement a Potential Transaction by December 13, 2016.~~

~~The~~Item ~~foregoing description of the material terms of the Amendment is qualified by the text of the Amendment, which is attached as Exhibit 10.~~1 ~~to this current report on Form 8-K and is incorporated herein by reference~~. ~~The text of the Forbearance Agreement was filed as Exhibit 10.1 to the Company’s Form 8-K filed~~03 Bankruptcy onor ~~May 5, 2016, the text of the Amendment No~~Receivership. 3 to Revolving Credit and Term Loan Agreement, Amendment No. 1 to Forbearance Agreement and One Time Waiver of Revolving Loan Borrowing Requirements dated as of July 5, 2016 was filed as Exhibit 10.1 to the Company’s Form 8-K filed on July 8, 2016, the text of Amendment No. 2 to Forbearance Agreement dated as of September 1, 2016 was filed as Exhibit 10.1 to the Company’s Form 8-K filed on September 6, 2016, and the text of Amendment No. 3 to Forbearance Agreement dated as of September 20, 2016 was filed as Exhibit 10.1 to the Company’s Form 8-K filed on September 26, 2016, each of which is also incorporated by reference herein.

~~Item~~On 5December 20, 2016, Dakota Plains Holdings, Inc.02 ~~Departure~~(the “Company”)(Case Number 16-43711) and its wholly-owned subsidiaries, Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, DPTS Marketing LLC, DPTS Sand, LLC and Dakota Petroleum Transport Solutions, LLC (together with the Company, the “Debtors”), filed a voluntary petition (the “Bankruptcy Petition”) for reorganization under Chapter 11 of ~~Directors~~the orUnited ~~Certain~~States ~~Officers;~~Bankruptcy ~~Election~~Code (the “Bankruptcy Code”) (the “Chapter 11 Case”) in the United Stated Bankruptcy Court for the District of ~~Directors;~~Minnesota ~~Appointment~~(the “Court”). The Company will continue to operate its business as “debtor-in-possession” under the jurisdiction of ~~Certain~~the ~~Officers;~~Court ~~Compensatory~~and ~~Arrangement~~in accordance with the applicable provisions of ~~Certain~~the ~~Officers~~Bankruptcy Code and order of the Court.

~~Mr.~~Item ~~Thornton terminated his employment with the Company on November 1, 2016~~2.04 HeTriggering isEvents ~~expected~~That toAccelerate ~~continue~~or ~~serving~~Increase ina ~~the~~Direct ~~positions~~Financial ofObligation ~~General~~or ~~Counsel~~an ~~and~~Obligation ~~Secretary~~under as an ~~independent~~Off-Balance ~~consultant~~Sheet Arrangement.

OnThe ~~November~~filing 7,of ~~2016,~~ the ~~Board~~Chapter ~~appointed~~11 ~~Martin~~Case ~~J. Beskow~~described toin ~~serve~~Item as1.03 ~~Chief~~above ~~Financial~~constitutes ~~Officer,~~an ~~replacing~~event ~~James~~of L.default ~~Thornton in~~ that ~~position,~~accelerated ~~effective immediately. Mr. Beskow, age 45, has served as~~ the ~~Company~~Debtor’s ~~Director~~obligations ofunder ~~Finance and Administration since April 2016. He has also served as~~ the ~~Chief~~following ~~Financial~~agreements ~~Officer~~(collectively, ~~Vice~~the ~~President~~“Debt ~~of Capital Markets and Strategy and Treasurer at American Eagle Energy Corporation since August 2013~~Document”). ~~From March~~Any ~~2012~~efforts to ~~July~~enforce ~~2013,~~such hepayment ~~served~~obligations asunder Executive Vice President and Vice President of Finance and Capital Markets at Emerald Oil, Inc. From 2010 to February 2012, he served as Vice President, Senior Equity Research Analyst, at Northland Securities, operating as Northland Capital Markets, covering oil exploration and production companies, many with operations focused on the ~~Williston Basin.~~Debt ~~From~~Documents ~~2009~~are ~~to 2010 he served as Vice President and Portfolio Manager at Blue Water Capital Advisors, a money management firm~~automatically ~~that~~stayed ~~managed a natural resource focused portfolio and broad based portfolios. From 2007 to 2009, he served~~ as ~~Vice President at Interlachen Capital Group,~~ a ~~multi-strategy~~result ~~hedge fund. He began his career with four years~~ of service at KPMG LLP. Mr. Beskow holds a B.S. in Accounting from St. Cloud State University, is a Charter Financial Analyst (CFA) charter holder, a Certified Public Accountant (CPA, inactive) and is Accredited in Business Valuation (ABV). Mr. Beskow served as an executive officer of American Eagle Energy Corporation at the ~~time it filed a voluntary petition for relieve under~~ Chapter 11 ofCase and the ~~U.S. Bankruptcy Code in May 2015. American Eagle Energy Corporation~~holders’s ~~assets~~rights ~~were~~to ~~sold~~enforcement in arespect ~~transaction pursuant to Section 363~~ of the ~~code~~Debt inDocuments ~~November 2015.~~are ~~The sale transaction remains~~ subject to athe ~~confirmation~~applicable ~~hearing~~provisions ~~scheduled~~of ~~for~~the ~~November~~Bankruptcy ~~2016~~Code.

~~Mr.~~· ~~Beskow~~Revolving ~~has~~Credit ~~transitioned~~and ~~from~~Term ~~independent~~Loan ~~contractor~~Agreement, ~~to employee~~dated inDecember ~~connection~~5, ~~with~~2014, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the ~~additional~~lenders ~~position~~party thereto and SunTrust Bank, ~~but~~as ~~will~~administrative ~~continue~~agent, toas ~~earn~~amended anby ~~annualized~~Amendment ~~salary~~No. of1 ~~$276~~thereto,~~000~~ dated August 6, 2015; Amendment No. He2 ~~will~~and beWaiver ~~eligible~~ to ~~participate~~Revolving inCredit ~~other~~and ~~compensation~~Term ~~and~~Loan ~~benefit~~Agreement, ~~programs~~dated ~~generally~~December ~~available~~4, 2015; Amendment No. 3 to ~~our~~Revolving ~~executive~~Credit ~~officers~~and Term Loan Agreement, Amendment No. ~~The~~1 ~~Company~~to ~~has~~Forbearance ~~not~~Agreement ~~amended or~~and ~~entered~~One ~~into~~Time ~~any~~Waiver ~~plan~~of Revolving Loan Borrowing Requirements, ~~contract~~dated orJuly ~~arrangement~~5, ~~with~~2016; Mrand Amendment No. ~~Beskow~~4 into ~~connection~~Revolving ~~with~~Credit ~~his~~and ~~appointment~~Term toLoan ~~the~~Agreement ~~new~~and ~~position~~One Time Waiver of Revolving Loan Borrowing Requirements, dated August 5, 2016.

1· Membership Interest Purchase Agreement, dated December 5, 2014, by and among Dakota Plains Holdings, Inc., Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC and Petroleum Transport Solutions, LLC.

On· ~~November~~Guaranty 4,and ~~2016,~~Security ~~Gary L. Alvord~~Agreement, ~~Steven~~dated A.December ~~Blank~~5, ~~David J. Fellon~~2014, by and ~~Craig~~among M.Dakota ~~McKenzie~~Plains ~~each~~Transloading, ~~resigned~~LLC, asDakota aPlains ~~director~~Sand, ofLLC, ~~the~~Dakota ~~Company~~Plains ~~and~~Marketing, ~~from~~LLC, ~~all~~Dakota ~~positions~~Plains ~~with~~Holdings, Inc., the ~~Board~~lenders party thereto and ~~its~~SunTrust ~~committees~~Bank, ~~effective~~ ~~immediately~~as administrative agent.

~~There~~· ~~are~~Seller noGuaranty ~~disagreements~~and ~~between~~Security ~~Messrs.~~Agreement, ~~Alvord~~dated December 5, ~~Blank~~2014, ~~Fellon~~ by and among Dakota Plains Transloading, ~~McKenzie~~LLC, orDakota ~~Thornton~~Plains ~~and~~Sand, ~~the~~LLC, ~~Company~~Dakota ~~relating~~Plains toMarketing, ~~its~~LLC, ~~operations~~Dakota Plains Holdings, ~~policies~~Inc., orDakota ~~practices~~Petroleum ~~that~~Transport ~~resulted~~Solutions, inLLC, ~~their~~DPTS ~~respective decisions~~Sand, toLLC, ~~resign~~and orDPTS ~~terminate~~Marketing, ~~employment~~LLC, in favor of World Fuel Services Corporation.

OnItem ~~November~~ 7~~, 2016, the Board elected Anna M~~.01 ~~Phillips~~Regulation ~~to serve~~FD ~~as an additional member of the Board to fill an existing vacancy~~Disclosure. ~~On the same date, the Board also reduced its size to two directors.~~

InOn ~~connection~~December ~~with~~21, ~~Ms. Phillips’s election~~2016, the Company ~~has~~ ~~entered~~issued ~~into~~ a ~~letter~~press release ~~agreement~~announcing ~~with Stone Phillips, LLC dated November 7, 2016. Pursuant to~~ the ~~agreement~~Bankruptcy ~~Stone Phillips will be entitled to a cash retainer of $10,000 per month for 30 hours of service, plus expenses and incremental fees for each additional hour of service~~Petition. ~~The~~A ~~foregoing~~copy ~~description~~ of the ~~material~~press ~~terms~~release ~~of the letter agreement~~ is ~~qualified by the text of the letter agreement, which is~~ attached as Exhibit 1099.61 to this ~~current report on~~ Form 8-K and is incorporated ~~herein~~ by reference to this Item 7.01 as if fully set forth herein.

~~There~~The ~~are~~information nocontained ~~other~~in ~~arrangements~~this orItem ~~understandings between Ms~~7. ~~Phillips~~ 01 and ~~any~~Exhibit ~~other~~99.1 ~~person~~is ~~pursuant~~being tofurnished, ~~which~~and ~~she~~shall ~~was~~not ~~selected~~be asdeemed ato ~~director.~~be ~~Ms.~~“filed” ~~Phillips~~for ~~does~~purposes ~~not~~of ~~have~~Section ~~any~~18 ~~family~~of ~~relationship~~the Securities ~~with~~Exchange ~~any~~Act ~~executive~~of ~~officer~~1934, oras ~~director~~amended of (the ~~Company~~“Exchange orAct”), ~~any person nominated~~ or ~~chosen~~otherwise bysubject ~~the Company~~ to ~~become~~liability aunder ~~director~~Section ~~or executive officer~~18. ~~There~~Furthermore, the isinformation nocontained ~~arrangement~~in orthis ~~understanding~~Item ~~pursuant~~7.01 toand ~~which Ms~~Exhibit 99.1 ~~Phillips~~shall ~~was~~not ~~appointed~~be asdeemed ato ~~member~~be ofincorporated ~~the~~by ~~Board. Furthermore,~~reference ~~the~~into ~~Company~~our filings isunder ~~not~~the ~~aware~~Securities Act of ~~any~~1933, ~~transaction~~as ~~requiring~~amended, ~~disclosure~~or ~~under~~the ~~Item~~Exchange ~~404(a) of Regulation S-K~~Act.

~~(d) Exhibits The following exhibits are filed with this Form 8-K:~~1

10.1	Amendment No. 4 to Forbearance Agreement, dated as of October 31, 2016, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders
10.2	Amendment No. 3 to Forbearance Agreement, dated as of September 20, 2016, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders(1)
10.3	Amendment No. 2 to Forbearance Agreement, dated as of September 1, 2016, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders(2)
10.4	Amendment No. 3 to Revolving Credit and Term Loan Agreement, Amendment No. 1 to Forbearance Agreement and One Time Waiver Of Revolving Loan Borrowing Requirements, dated July 5, 2016, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders(3)
10.5	Forbearance Agreement, dated as of May 3, 2016, by and among by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders(4)
10.6	Letter Agreement with Stone Phillips, LLC dated November 7, 2016

This report contains “forward-looking statements” within the meaning of the federal securities laws. Statements included in this current report that are not historical facts (including any statements regarding plans and objectives of management for future operations or economic performance, or assumptions). These statements can be identified by the use of forward-looking terminology including “anticipate,” “continue,” “believe,” “estimate,” “expect,” “hope,” “intend,” “may,” “potential,” “should,” “target,” “will,” or other similar words. Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of the filing of this report. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, no assurance can be given that these expectations will prove to be correct. Important factors that could cause our actual results to differ materially from the expectations reflected in these forward-looking statements include, among other things, those set forth in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and in “Part II, Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016. All forward-looking statements included in this report are based on information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this report.

(1) (2)			Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 26, 2016. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 6, 2016.
(3)			Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 8, 2016.
(4)			Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 5, 2016.

The Company cautions its security holders that trading in the Company’s securities during the pendency of the Chapter 11 Case will be highly speculative and will pose additional, substantial risks in addition to the various risks that the Company has previously disclosed in its press releases, registration statements filed under the Securities Act of 1933, as amended, and periodic reports and schedules filed under the Exchange Act. Trading prices for the Company’s securities may not bear any substantive relationship to any recovery that the Company’s security holders may obtain in the Chapter 11 Case. In that context, the Company cannot provide any assurance in respect of the scope or amount, nature, or timing of any recovery for any such holders. Accordingly, we urge extreme caution with respect to existing and future investments in our securities.

2A plan of reorganization, sale of assets or liquidation may result in the holders of the Company’s securities receiving little or no distribution in respect of their interests and cancellation of their existing securities. If certain requirements of the Bankruptcy Code are met, a Chapter 11 plan of reorganization could be confirmed notwithstanding its rejection by our security holders and notwithstanding the fact that such security holders do not receive or retain any property on account of their security interests under such plan.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.~~(d) Exhibits

Date: November 7, 2016	DAKOTA PLAINS HOLDINGS, INC.
Exhibit No.		Description of Exhibits
	By:	/s/ Gabriel G. Claypool
99.1		Press release, dated December 21, 2016.
		Gabriel G. Claypool President, Chief Executive Officer and Chief Operating Officer

~~EXHIBIT INDEX~~2

Exhibit No.	Description	Manner of Filing
10.1	Amendment No. 4 to Forbearance Agreement, dated as of October 31, 2016, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders	Filed Electronically
10.2	Amendment No. 3 to Forbearance Agreement, dated as of September 20, 2016, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders	Incorporated by Reference
10.3	Amendment No. 2 to Forbearance Agreement, dated as of September 1, 2016, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders	Incorporated by Reference
10.4	Amendment No. 3 to Revolving Credit and Term Loan Agreement, Amendment No. 1 to Forbearance Agreement and One Time Waiver Of Revolving Loan Borrowing Requirements, dated July 5, 2016, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders	Incorporated by Reference
10.5	Forbearance Agreement, dated as of May 3, 2016, by and among by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders	Incorporated by Reference
10.6	Letter Agreement with Stone Phillips, LLC dated November 7, 2016	Filed Electronically

SIGNATURES

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

	Date: December 21, 2016		DAKOTA PLAINS HOLDINGS, INC.

			/s/ Marty Beskow
			Marty Beskow
			Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description		Manner of Filing
99.1		Press Release, dated December 21, 2016		Furnished Electronically

Filing Compare · DAKOTA PLAINS HOLDINGS, INC.