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 2522, 2017

DC Industrial Liquidating Trust

(Exact name of registrant as specified in its charter)

Maryland		000-54372		47-7297235
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

518 Seventeenth Street, 17th Floor

Denver, CO 80202

(Address of principal executive offices)

(303) 228-2200

(Registrant’s telephone number, including area code)

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 1.0201 ~~Termination~~Entry ofinto a Material Definitive Agreement

On ~~May~~June 2522, 2017, DC Industrial Liquidating Trust (the “Trust”), ~~received~~indirectly through one of its subsidiaries, entered into a ~~written~~Purchase ~~termination~~and ~~notice~~Sale ~~from~~Contract TA(the ~~Realty~~“Purchase Agreement”) with Westcore II AC, LLC (the “Buyer”) ~~terminating,~~to insell ~~accordance~~the ~~with~~property ~~its~~known ~~terms~~as “Cajon Distribution Center,” ~~the~~an ~~previously~~830,750 ~~disclosed~~square ~~Purchase~~foot ~~and~~distribution ~~Sale~~warehouse ~~Contract~~located in San Bernardino, California (the “~~Purchase Agreement~~Property”), ~~dated April 28,~~for ~~2017,~~approximately by$61.9 ~~and~~million ~~among~~in ~~the Buyer~~cash, ~~the~~subject ~~Trust~~to ~~and~~adjustment afor ~~subsidiary~~customary ofreal ~~the~~estate ~~Trust~~prorations. ~~The~~Pursuant ~~termination was effected pursuant~~ to the ~~Buyer’s~~Purchase ~~right~~Agreement, toin ~~terminate~~addition ~~for~~to ~~any~~the ~~reason~~purchase ~~during~~price, the ~~first~~Trust 30would ~~days~~have ~~after~~been ~~signing.~~entitled ~~The~~to ~~Purchase~~an ~~Agreement~~earn-out ~~provided for~~payment ~~the~~of ~~sale~~up to ~~the~~$2.5 ~~Buyer~~million ofin the ~~property~~event ~~commonly~~that ~~known~~certain asleasing ~~“Cajon~~occurred ~~Distribution~~at ~~Center,”~~the anProperty ~~830,750~~within ~~square~~a ~~foot~~specified ~~distribution~~period ~~warehouse~~of ~~located~~time. inPursuant ~~San~~to ~~Bernardino,~~the ~~California~~Purchase Agreement, ~~for~~the ~~approximately~~Buyer deposited into escrow $651.20 million inon ~~cash~~June 26, ~~subject~~2017. toThe ~~adjustment~~ Trust’s sole remedy for ~~customary~~the ~~real~~Buyer’s ~~estate~~default ~~prorations.~~under the Purchase Agreement is forfeiture of the Buyer’s deposit.

2Item 1.02 Termination of a Material Definitive Agreement

~~SIGNATURES~~On June 28, 2017, the Trust received a written termination notice from the Buyer terminating, in accordance with its terms, the Purchase Agreement.

~~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.~~ 2

SIGNATURES

3Pursuant 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.

	DC INDUSTRIAL LIQUIDATING TRUST

June 28, 2017	By:	/s/ THOMAS G. MCGONAGLE
		Name:	Thomas G. McGonagle
		Title:	Managing Director, Chief Financial Officer

DC INDUSTRIAL LIQUIDATING TRUST

June 1, 2017

/s/ THOMAS G. MCGONAGLE

Name: Thomas G. McGonagle

Title: Managing Director, Chief Financial Officer

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