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): ~~February~~August 116, ~~2013~~2014

Behringer Harvard Short-Term Opportunity Liquidating Trust
(Exact Name of Registrant as Specified in Its Charter)
Texas	000-51291	71-0897614
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
15601 Dallas Parkway, Suite 600 Addison, Texas 75001
(Address of principal executive offices)
(Zip Code)
(866) 655-1620
(Registrant’s telephone number, including area code)
Behringer Harvard Short-Term Opportunity Fund I LP
(Former name or former address, if changed since last report)

Behringer Harvard Short-Term Opportunity Liquidating Trust

(Exact Name of Registrant as Specified in Its Charter)

Delaware

000-51291

71-0897614

(State or other jurisdiction of incorporation
or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

15601 Dallas Parkway, Suite 600, Addison, Texas

75001

(Address of principal executive offices)

(Zip Code)

(866) 655-1620

(Registrant’s telephone number, including area code)

None

(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:

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 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

~~The~~On ~~information~~August ~~set~~6, ~~forth~~2014, Behringer Harvard Mockingbird Commons, LLC, a 70% owned subsidiary of Behringer Harvard Short-Term Liquidating Trust (which may be referred to as the “Registrant”, “we”, “our”, or “us”), sold a 198 room hotel and retail project located in ~~Item~~Dallas, 8Texas (“Hotel Palomar”) to an unaffiliated buyer.01 The contract sales price for the Hotel Palomar was $48 million, exclusive of ~~this~~closing ~~Current~~costs. ~~Report~~A portion of the proceeds was used to pay off existing indebtedness. As a onresult ~~Form~~of 8the sale we have two remaining investments: five acres of land and a back-Kend ispromoted ~~incorporated~~interest byin ~~reference~~a previously sold asset. We continue to work towards the liquidation of the trust in an orderly and expeditious manner.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference.

Item 8.01 Other Events.

On February 11, 2013 (the “Effective Date”), Behringer Harvard Short-Term Opportunity Fund I LP (the “Partnership”) completed its liquidation pursuant to a Plan of Liquidation (the “Plan”) adopted by its general partner, which provided for the formation of a liquidating trust for the purpose of completing the liquidation of the assets of the Partnership followed by a dissolution of the Partnership.

In furtherance of the Plan, the Partnership entered into a Liquidating Trust Agreement (the “Liquidating Trust Agreement”) with Behringer Harvard Advisors II LP, the general partner of the Partnership, as managing trustee (the “Managing Trustee”), and CSC Trust Company of Delaware, as resident trustee (the “Resident Trustee”), in connection with the formation of the Behringer Harvard Short-Term Opportunity Liquidating Trust (the “Liquidating Trust”). As of the Effective Date, each of the holders of limited partnership units in the Partnership received a pro rata beneficial interest in the Liquidating Trust in exchange for such holder’s interest in the Partnership.

In accordance with the Plan and the Liquidating Trust Agreement, the Partnership has transferred all of its remaining assets and liabilities to the Liquidating Trust to be administered, disposed of or provided for in accordance with the terms and conditions set forth in the Liquidating Trust Agreement.

The purpose of the Liquidating Trust is to wind up the Partnership’s affairs and liquidate the Partnership’s assets, including, but not limited to, the sale of its remaining real estate assets, to make appropriate provision for the Partnership’s remaining obligations and to make special distributions to the investors of available liquidation proceeds. Pursuant to the Liquidating Trust Agreement, the Managing Trustee is entitled to receive the same compensation and expense reimbursements that the general partner of the Partnership was entitled to receive. The existence of the Liquidating Trust will terminate upon the earliest of (i) the distribution of all of the Liquidating Trust’s assets in accordance with the terms of the Liquidating Trust Agreement, or (ii) the expiration of a period of three years from the Effective Date. The existence of the Liquidating Trust may, however, be extended beyond the three year term if the Managing Trustee determines that an extension is reasonably necessary to wind up the affairs of this Liquidating Trust.

On the Effective Date, the Partnership filed a Form 15 with the Securities and Exchange Commission to terminate the registration of the limited partnership units in the Partnership under the Securities Exchange Act of 1934. Accordingly, the Partnership will cease filing reports under that act. However, the Managing Trustee will cause the Liquidating Trust to file with the Securities and Exchange Commission annual reports on Form 10-K showing the assets and liabilities of the Liquidating Trust at the end of each calendar year and describing the changes in the assets and liabilities of the Liquidating Trust and the actions taken by the Managing Trustee during the period. The Managing Trustee will also cause the Liquidating Trust to file current reports on Form 8-K whenever an event occurs for which Form 8-K requires such report to be filed for the Liquidating Trust or to disclose material events relating to the Liquidating Trust or its assets.

The foregoing summary is qualified in its entirety by the Plan of Liquidation and the Liquidating Trust Agreement attached hereto as Exhibits 10.1 and 10.2, respectively, and a form of investor letter attached hereto as Exhibit 99.1 anticipated to be mailed to the investors in the Partnership on or about February 14, 2013, each of which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(b) As a result of the transfer of the Partnership’s assets and liabilities to the Liquidating Trust, the impact on the pro forma consolidated financial statements results in an ending balance of zero.

		Page

(a)	Pro Forma Financial Information.

	Unaudited Pro Forma Consolidated Financial Information	3

	Unaudited Pro Forma Consolidated Statement of Net Assets as of December 31, 2013 (Liquidation Basis)	4

	Unaudited Pro Forma Consolidated Statement of Changes in Net Assets for the year ended December 31, 2013 (Liquidation Basis)	5

	Unaudited Notes to Pro Forma Financial Statements	6

~~(d) Exhibits.~~2

~~10.1~~Behringer ~~Plan~~Harvard ofShort-Term ~~Liquidation~~Opportunity Liquidating Trust

~~10.2~~Unaudited ~~Liquidating~~Pro ~~Trust~~Forma ~~Agreement~~Consolidated Financial Information

99On August 6, 2014, Behringer Harvard Mockingbird Commons, LLC, a 70% owned subsidiary, sold Hotel Palomar, an 198 room hotel and retail project located in Dallas, Texas to an unaffiliated buyer.1 ~~Form~~The contract sales price for the Hotel Palomar was $48 million, exclusive of ~~Investor~~closing ~~Letter~~costs.

The following unaudited pro forma consolidated financial information gives effect to the disposition of Hotel Palomar, including the receipt of proceeds from the sale. In our opinion, all material adjustments necessary to reflect the effects of the above transaction have been made.

~~SIGNATURE~~Behringer Harvard Short-Term Value Opportunity Liquidating Trust

~~Pursuant~~Unaudited toPro ~~the~~Forma ~~requirements~~Consolidated Statement of ~~the~~Net ~~Securities~~Assets ~~Exchange~~(Liquidation ~~Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Basis)

~~Behringer~~As ~~Harvard~~of ~~Short-Term~~December ~~OPPORTUNITY LIQUIDATING TRUST By: Behringer Harvard Advisors II LP~~31, ~~Managing Trustee~~2013

Dated: February 11, 2013	By:	/s/ Michael J. O’Hanlon
		Michael J. O’Hanlon
		President and Chief Executive Officer

(in thousands)

The following unaudited Pro Forma Consolidated Statement of Net Assets is presented as if we had disposed of Hotel Palomar as of December 31, 2013. This Pro Forma Consolidated Statement of Net Assets should be read in conjunction with our Pro Form Consolidated Statement of Changes in Net Assets and our historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2013. The Pro Forma Consolidated Statement of Net Assets is unaudited and is not necessarily indicative of what would have been realized had we completed the above transaction on December 31, 2013, nor does it purport to represent future results.

	December 31, 2013		Sale of
	As reported (a)		Hotel Palomar (b)			Pro Forma
Assets
Real estate held for sale	$	47,978		(47,280	)	$	698
Cash and cash equivalents		4,826		17,106			21,932
Restricted cash		783		(783	)		0
Accounts receivable, net		7,758		(509	)		7,249
Prepaid expenses and other assets		720		(720	)		-
Total assets	$	62,065		(32,186	)	$	29,879

Liabilities
Notes payable	$	31,876		(31,000	)		876
Notes payable to related party		8,801		-			8,801
Accounts payable		325		-			325
Payables to related parties		2,503		-			2,503
Accrued liabilities		1,488		655			2,143
Liability for estimated costs in excess of estimated receipts during liquidation		858		58			916
Total liabilities		45,851		(30,287	)		15,564
Net assets in liquidation	$	16,214		(1,899	)		14,315

The accompanying notes are an integral part of these pro forma consolidated financial statements.

~~EXHIBIT~~Behringer ~~INDEX~~Harvard Short-Term Opportunity Liquidating Trust

Exhibit No.		Description
10.1		Plan of Liquidation
10.2		Liquidating Trust Agreement
99.1		Form of Investor Letter

Unaudited Pro Forma Consolidated Statement of Net Changes (Liquidation Basis)

For the Year Ended December, 31, 2013

(in thousands)

The following unaudited Pro Forma Consolidated Statement of Changes in Net Assets is presented as if we had disposed of Hotel Palomar as of January 1, 2013. This Pro Forma Consolidated Statement of Changes in Net Assets should be read in conjunction with our historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2013. The Pro Forma Consolidated Statement of Changes in Net Assets is unaudited and is not necessarily indicative of what the actual results of operations would have been had we completed the above transaction on January 1, 2013, nor does it purport to represent our future operations.

	Year Ended
	December 31, 2013			Sale of
	As Reported (a)			Hotel Palomar (b)			Pro Forma
Statement of Changes in Net Assets:
Net assets in liquidation at beginning of period	$	11,417		$	(1,987	)	$	9,430
Change in estimated costs in excess of estimated receipts during liquidation		(214	)		(703	)		(917	)
Net increase (decrease) in fair value		(1,624	)		(180	)		(1,804	)
Changes in other assets/liabilities		6,635			131			6,766
Change in net assets in liquidation		4,797			(752	)		4,045
Net assets in liquidation at end of period	$	16,214		$	(2,739	)	$	13,475

The accompanying notes are an integral part of these pro forma consolidated financial statements.

Behringer Harvard Short-Term Opportunity Liquidating Trust

Unaudited Notes to Pro Forma Consolidated Financial Statements

Unaudited Pro Forma Consolidated Statement of Net Assets

As reported in our Annual Report on Form 10-K for the year ended December 31, 2013.

Reflects our disposition of Hotel Palomar. Amounts represent the necessary adjustments to remove Hotel Palomar from real estate held for sale and the associated assets and liabilities to reflect the disposition. The proceeds received are reflected as an addition to cash and cash equivalents, as applicable.

The unaudited pro forma consolidated statement of net assets as of December 31, 2013 is presented as if the disposition of Hotel Palomar had occurred on December 31, 2013. The unaudited pro forma consolidated statement of changes in net assets for the year ended December 31, 2013 is presented as if the disposition of Hotel Palomar had occurred on January 1, 2013. As such, there is a difference in the net assets in liquidation as of December 31, 2013 between these two statements.

Unaudited Pro Forma Consolidated Statement of Changes in Net Assets

Reflects our historical operations for the year ended December 31, 2013.

The adjustments reflect the elimination of the changes in net assets in liquidation attributable to Hotel Palomar, as if the disposition occurred on January 1, 2013.

SIGNATURE

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

	Behringer Harvard SHORT-TERM OPPORTUNITY Liquidating Trust

	By:	Behringer Harvard Advisors II LP
	Managing Trustee of Behringer Harvard Short-Term Opportunity Liquidating Trust

Dated: August 12, 2014	By:	/s/ Gary S. Bresky
		Gary S. Bresky
		Chief Financial Officer

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