UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~May~~June 1520, 2017

TEL OFFSHORE TRUST

(Exact name of registrant as specified in its charter)

Texas		000-6910		76-6004064
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

The Bank of New York Mellon Trust Company, N.A., Trustee Global Corporate Trust 919 Congress Avenue Austin, Texas		78701
(Address of principal executive offices)		(Zip Code)

The Bank of New York Mellon Trust Company, N.A., Trustee
Global Corporate Trust
919 Congress Avenue
Austin, Texas
(Address of principal executive offices)

78701
(Zip Code)

Registrant’s telephone number, including area code: (512) 236-6599

Not applicable

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01 Other Events.

Settlement of Probate Proceeding with Corporate Trustee

As previously disclosed in the Current Report on Form 8-K filed by the TEL Offshore Trust (the “Trust”) with the Securities and Exchange Commission (“SEC”) on ~~April~~May 2517, 2017, The Bank of New York Mellon Trust Company, N.A. (the “Corporate Trustee”), Glenn M. Karisch, the attorney ad litem (the “Ad Litem”) appointed by the Probate Court of Travis County, Texas (the “Court”) in the previously announced probate proceeding (the “Probate Proceeding”), RNR Production Land and Cattle Co., Inc. (“RNR”) and Albert and Joyce Speisman (the “Speismans,” and together with RNR and the Ad Litem, the “Plaintiffs”) ~~agreed~~entered tointo a ~~settlement~~Settlement ofAgreement (the “Corporate Trustee Settlement Agreement”) with respect to all claims previously asserted against the Corporate Trustee. ~~pursuant~~The toCorporate aTrustee ~~Mediation~~ Settlement Agreement ~~entered~~requires ~~into~~a payment by ~~and~~the ~~among~~Corporate ~~such~~Trustee ~~parties. As~~of ~~previously~~$4 million ~~disclosed,~~into athe ~~hearing~~TEL ~~was~~Offshore ~~set~~Trust ~~for~~Qualified ~~May 15,~~Settlement ~~2017~~Fund ~~before~~(the “QSF”) on a date (the ~~Court~~“Settlement toPayment ~~consider~~Date”) ~~all~~within ~~pending~~five ~~motions~~business ~~for~~days after (i) the approval of the settlement by the Court and the entry of a proposed final judgment (the “Final Judgment as to Corporate Trustee”) dismissing with prejudice all claims against the Corporate Trustee, ~~objections~~and ~~thereto~~(ii) the expiration of the time for appeal and ~~related~~exhaustion ~~matters~~of all appeals.

OnThe ~~May 5,~~Corporate ~~2017,~~Trustee ~~the~~Settlement AdAgreement ~~Litem filed a Motion for Leave to Amend Petition to file its Third Amended Petition as Realigned Plaintiff,~~ and the ~~Corporate~~proposed ~~Trustee~~Final ~~filed~~Judgment aModifying ~~Motion~~and ~~for~~Terminating ~~Leave~~the toTrust ~~File~~provide ~~Its Amended Counterclaim~~ for ~~Modification~~certain ~~and~~modifications ~~Termination of Trust as~~ to ~~Attorney Ad Litem, RNR, and~~ the ~~Speismans. The petitions request that the~~ Trust Agreement for the TEL Offshore Trust (the “Trust Agreement”), beincluding ~~modified~~the totermination ~~(i) allow~~of the Trust. toThe beFinal ~~terminated~~Judgment onModifying aand ~~date~~Terminating tothe beTrust ~~established~~provides bythat the ~~Court,~~Trust ~~and~~shall ~~(ii) establish~~terminate aat ~~Trust~~5:00 p.m. Eastern ~~termination~~Daylight ~~date,~~Saving ~~which~~Time ~~shall~~on ~~also~~June 30, ~~serve~~2017 as (the ~~record~~“Record ~~date,~~Date atand ~~which~~Time”); ~~time~~provided ~~the~~such ~~Trust’s~~date ~~transfer~~will ~~agent~~be ~~will~~delayed ~~close~~in the ~~transfer~~event ~~books~~an ofappeal ~~the~~is ~~Trust~~filed and ~~thereafter~~may nobe ~~further~~delayed ~~transfers~~upon orrequest ~~transactions~~of in the ~~Trust’s~~Ad ~~units~~Litem ~~will~~or bethe ~~registered~~Corporate orTrustee ~~effected~~if necessary. ~~The~~Upon Adthe ~~Litem~~Record ~~also~~Date ~~filed~~and aTime, ~~Motion~~all torights ~~Approve~~of ~~Allocation~~holders ~~Agreement.~~of ~~The~~units ~~Allocation~~of ~~Agreement~~beneficial isinterest anin ~~agreement among~~ the AdTrust ~~Litem,~~(“Units”) ~~RNR~~in and under the ~~Speismans~~Trust ~~that~~Agreement ~~sets~~shall ~~forth~~terminate ~~terms~~and ~~for~~all ~~the~~Units ~~distribution~~shall ofcease ~~the~~to ~~TEL~~exist. ~~Offshore~~The ~~Trust~~Final ~~Qualified~~Judgment ~~Settlement~~Modifying ~~Fund~~and ~~(the~~Terminating ~~“QSF”) previously established by~~ the ~~Court~~Trust ~~and~~ provides that ~~20%~~as of the ~~QSF~~Record ~~shall~~Date beand ~~distributed~~Time ~~among~~each ~~unit~~Unit ~~holders~~holder asshall ofbe alimited ~~date~~to inits ~~2014~~rights towith berespect ~~approved~~to by the ~~Court~~QSF. ~~and~~The ~~the~~Final ~~remainder~~Judgment ~~will~~Modifying beand ~~distributed~~Terminating ~~among~~the ~~unit~~Trust ~~holders~~further asprovides ofthat the Trust’s ~~termination~~transfer ~~date~~books aswill ~~approved~~be byclosed ~~the~~and ~~Court.~~that ~~The~~trading ~~Corporate~~of ~~Trustee~~Units isshall not abe ~~party~~permitted toafter the ~~Allocation~~Record ~~Agreement~~Date and ~~has~~Time noand ~~obligations~~the ~~relating~~Trust’s totransfer agent will stop processing any ~~distributions~~Unit ~~from~~transfers as of the ~~QSF~~Record Date and Time.

AsAt ~~discussed in~~ the ~~Quarterly~~hearing ~~Report~~held on ~~Form~~May ~~10-Q~~15, ~~for~~2017, the ~~quarter~~Court ~~ending March 31~~approved, ~~2017~~among ~~filed~~other bymotions, the ~~Trust~~Corporate ~~with~~Trustee ~~the~~Settlement ~~SEC~~Agreement, onthe ~~May 15,~~Final ~~2017,~~Judgment ~~the~~as to Corporate Trustee, and the AdFinal ~~Litem,~~Judgment ~~RNR~~Modifying and Terminating the ~~Speismans~~Trust. The ~~entered~~Corporate ~~into~~Trustee aSettlement Agreement and the Order Approving Settlement Agreement (also require the “Corporate Trustee to transfer into the QSF all funds remaining in the segregated account maintained by the Trust on the Settlement ~~Agreement”)~~Payment Date. The ~~Corporate~~Final ~~Trustee~~Judgment ~~Settlement~~Modifying ~~Agreement~~and ~~requires~~Terminating athe ~~payment~~Trust byprovides that the Corporate Trustee ofwill ~~$4 million~~have ~~into~~no liability for transferring the remaining funds in the segregated account to the QSF. onOnce athe ~~date~~settlement (payment and any remaining funds in the ~~“Settlement~~segregated ~~Payment~~account ~~Date”)~~are ~~within~~paid ~~five~~to ~~business~~the ~~days~~QSF ~~after~~and the Corporate Trustee has performed certain other obligations under the Corporate Trustee Settlement Agreement, (i) the ~~approval~~Corporate ofTrustee ~~the~~shall ~~settlement~~have byno further obligations or duties under the ~~Court~~Trust Agreement and the ~~entry~~Corporate ofTrustee aand ~~proposed~~the ~~final~~individual ~~judgment~~trustees (the “~~Final~~Trustees”) ~~Judgment~~are discharged and released as toTrustees ~~Corporate~~of ~~Trustee”~~the Trust, and (ii) any ~~dismissing~~Unit ~~with~~holder’s ~~prejudice~~sole ~~all~~rights by virtue of their status as a Unit holder or a former Unit holder shall be their right to follow the claims ~~against~~procedures established by the ~~Corporate~~Court ~~Trustee,~~to make a claim to funds in the QSF. The QSF will be used as ~~more~~the ~~particularly~~Court ~~described~~orders ~~below~~and approves, ~~and~~including ~~(ii)~~ the ~~expiration~~payment of the ~~time~~Plaintiff’s ~~for~~attorneys’ ~~appeal~~fees and ~~exhaustion~~expenses, the fees and expenses of ~~all~~the ~~appeals~~Administrator, and the remainder, if any, distributed to Unit holders according to the Allocation Agreement entered into among the Plaintiffs.

The ~~Corporate~~time ~~Trustee~~period ~~Settlement~~for ~~Agreement~~appeal ~~provides~~of ~~that~~ the ~~Plaintiffs~~Final ~~and~~Judgment ~~all~~as ~~current and former Unit holders who were served by publication and did not answer or appear in the Probate Proceeding that the Ad Litem was appointed~~ to ~~represent (the “AAL Parties”) release all claims against the~~ Corporate Trustee, ~~as well as its agents, representatives, counsel, insurers, heirs, successors~~ and ~~assigns, except for any claims arising from debts or extensions of credit by and between~~ the ~~Corporate~~Final ~~Trustee~~Judgment ~~and~~Modifying ~~the Plaintiffs, their agents, representatives, counsel, insurers, heirs, successors~~ and ~~assigns~~Terminating ~~or any Unit holders, unrelated to~~ the Trust orexpired ~~the~~on ~~Probate~~June 14, ~~Proceeding.~~2015 ~~The~~with ~~Court~~no ~~has~~appeals ~~previously~~having ~~ruled~~been ~~that all damages payable by the Corporate Trustee shall be for the benefit of all Unit holders not just those who have sued in the Probate Proceeding~~filed. ~~The~~In ~~Corporate~~accordance ~~Trustee~~with ~~Settlement Agreement provides that~~ the ~~Corporate~~terms ~~Trustee is settling all such claims and all such claims are released by virtue~~ of the Corporate Trustee Settlement Agreement and the Final Judgment toModifying ~~be entered pursuant thereto. The Corporate Trustee, in return, releases all claims against the Ad Litem, RNR, the Speismans, their agents, representatives, counsel, insurers, heirs, successors~~ and ~~assigns,~~Terminating ~~and all current and former Unit holders, except for any claims arising from any debts or extensions of credit by and between~~ the ~~Corporate Trustee and the Plaintiffs, their agents, representatives, counsel, insurers, heirs, successors and assigns or any Unit holders, unrelated to the~~ Trust or the Probate Proceeding. The Final Judgment as to Corporate Trustee dismisses all claims released in the Corporate Trustee Settlement Agreement. The Corporate Trustee Settlement Agreement further provides that the Corporate Trustee releases any claims for the repayment of loans or other extensions of credit to the Trust by the Corporate Trustee or any affiliate thereof and further provides that the Corporate Trustee shall withdraw any application or claim for payment of funds out of the QSF or the segregated account maintained by the Trust.:

~~The~~· the Corporate Trustee ~~Settlement~~will ~~Agreement~~pay ~~and~~ the ~~Final~~sum ~~Judgment Modifying and Terminating the Trust provide for certain modifications to the Trust Agreement, including the termination~~ of ~~the~~$4 ~~Trust.~~million ~~The~~into ~~Final Judgment Modifying and Terminating~~ the ~~Trust~~QSF ~~provides~~on ~~that~~or ~~the~~before ~~Trust shall terminate at 5:00 p.m. Eastern Daylight Saving Time on~~ June 3021, 2017 ~~(the “Record Date and Time”)~~; provided such date will be delayed in the event an appeal is filed and may be delayed upon request of the Ad Litem or the Corporate Trustee if necessary. Upon the Record Date and Time, all rights of Unit holders in and under the Trust Agreement shall

· the Corporate Trustee will transfer to the QSF all funds remaining in the segregated account on or before June 21, 2017;

· the Trust shall terminate as of the Record Date and Time and all of the Units shall cease to exist;

· the Trust’s transfer books will be closed and any trading of the Units shall not be permitted after the Record Date and Time; and

· as of the Record Date and Time, the rights of each Unit holder shall be limited to its rights with respect to the QSF.

The foregoing descriptions of the Corporate Trustee Settlement Agreement and the Final Judgment Modifying and Terminating the Trust are not complete and are qualified in their entirety by reference to the full text thereof, copies of which were filed as Exhibits 99.1 and 99.2, respectively, to the Current Report on Form 8-K filed by the Trust with the SEC on May 17, 2017.

terminate and all Units and any beneficial interests therein shall cease to exist. The Final Judgment Modifying and Terminating the Trust provides that as of the Record Date and Time each Unit holder shall be limited to its rights with respect to the QSF. The Final Judgment Modifying and Terminating the Trust further provides that the Trust’s transfer books will be closed and that trading of Units shall not be permitted after the Record Date and Time and the Trust’s transfer agent will stop processing any Unit transfers as of the Record Date and Time.

At the hearing held on May 15, 2017, the Court approved, among other motions, the Corporate Trustee Settlement Agreement, the Final Judgment as to Corporate Trustee and the Final Judgment Modifying and Terminating the Trust. The Corporate Trustee Settlement Agreement and the Order Approving Settlement Agreement also require the Corporate Trustee to transfer into the QSF all funds remaining in the segregated account on the Settlement Payment Date. The Final Judgment Modifying and Terminating the Trust provides that the Corporate Trustee will have no liability for transferring the remaining funds in the segregated account to the QSF. Once the settlement payment and any remaining funds in the segregated account are paid to the QSF and the Corporate Trustee has performed certain other obligations under the Corporate Trustee Settlement Agreement, (i) the Corporate Trustee shall have no further obligations or duties under the Trust Agreement and the Corporate Trustee and the individual trustees (the “Trustees”) are discharged and released as Trustees of the Trust, and (ii) any Unit holder’s sole rights by virtue of their status as a Unit holder or a former Unit holder shall be their right to follow the claims procedures established by the Court to make a claim to funds in the QSF. The QSF will be used as the Court orders and approves, including the payment of the Plaintiff’s attorneys’ fees and expenses, the fees and expenses of the Administrator, and the remainder, if any, distributed to Unit holders according to the Allocation Agreement entered into among the Plaintiffs. The Court did not approve the Allocation Agreement at the May 15, 2017 hearing but will consider it at a subsequent hearing. The Final Judgment Modifying and Terminating the Trust effects the modifications and the termination of the Trust as described above.

At the hearing held on May 15, 2017, the Court also approved a fee application providing for the payment of fees in the aggregate amount of $253,686.13 to the Ad Litem and the Plaintiffs’ attorneys and experts. Following such payment, the amount remaining in the segregated account is $834,194. Any remaining funds in the segregated account on the Settlement Payment Date will be transferred to the QSF.

The foregoing descriptions of the Settlement Agreement and the Final Judgment Modifying and Terminating the Trust are not complete and are qualified in their entirety by reference to the full text thereof, copies of which are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference. Copies of the Settlement Agreement, the orders and judgments entered in the May 15, 2017 hearing will also be available at the website at www.andrewskurth.com/teloffshoretrust.

Administration of QSF

Pursuant to the Corporate Trustee Settlement Agreement and the Final Judgment Modifying and Terminating the Trust, the Trustees have no involvement or duties with the administration of the QSF or the distribution of funds from the QSF. The Trustees have no liability to any current or former owners of ~~units~~Units regarding the administration of the QSF or the distribution of funds from the QSF, whatsoever. The QSF shall be administered by Karl Johnson, the Administrator ~~and~~ /Trustee of the QSF previously appointed by the Court. Unit holders having questions regarding the QSF and the claims procedures under the QSF should contact Karl Johnson. atAttached ~~(512)~~to ~~482-9113~~this orCurrent byReport ~~mail~~on atForm 8-K ~~the~~as ~~Law~~Exhibit 99.1 ~~Office~~is ofa ~~Karl~~Notice G.to ~~Johnson, Jr.,~~TEL ~~P.C.,~~Offshore ~~704~~Unitholders ~~West~~provided ~~9th~~by ~~Street,~~the ~~Austin,~~Trustee/Administrator ~~Texas~~of ~~78701~~the QSF.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		~~Settlement~~Notice ~~Agreement~~to ~~dated~~TEL ~~May~~Offshore ~~15,~~Trust ~~2017~~Unitholders
99.2		Final Judgment Modifying and Terminating the Trust dated May 15, 2017

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.

	TEL Offshore Trust
	By: The Bank of New York Mellon Trust Company, N.A.,
	By:	The Bank of New York Mellon Trust Company, N.A., as Trustee
	as Trustee
Date: June 20, 2017	By:		/s/ Michael J. Ulrich
Date: May 16, 2017	By:	/s/ Michael J. Ulrich
	Name:		Michael J. Ulrich
	Name:	Michael J. Ulrich
	Title:		Vice President and Trust Officer
	Title:	Vice President and Trust Officer

Exhibit Index

Exhibit Number		Description
99.1		~~Settlement~~Notice ~~Agreement~~to ~~dated~~TEL ~~May~~Offshore ~~15,~~Trust ~~2017~~Unitholders
99.2		Final Judgment Modifying and Terminating the Trust dated May 15, 2017

Filing Compare · TEL OFFSHORE TRUST