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): ~~July~~ 6January 4, ~~2017~~2019 (~~June~~December 3031, ~~2017~~2018)

ICON ECI Fund Fifteen, L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-54604		27-3525849
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

	3 Park Avenue, 36^thFloor New York, New York 10016
	(Address of Principal Executive Offices)

(212) 418-4700 (Registrant’s telephone number, including area code) Not applicable (Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

~~[ ]~~ ¨ 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))

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 ~~[ ]~~¨

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. ~~[ ]~~¨

Item 48.01. ~~Changes~~Other ~~in Registrant's Certifying Accountant.~~Events

On ~~June~~December 3031, ~~2017~~2018, ICON ECI Fund Fifteen, L.P. (the ~~"Fund"~~“Company”) ~~dismissed~~completed ~~Ernst & Young LLP ("E&Y") as~~ its ~~independent~~liquidation ~~registered~~and ~~public~~dissolution ~~accounting~~pursuant ~~firm. The decision~~ to ~~dismiss~~a ~~E&Y~~Plan ~~was~~of ~~recommended~~ Liquidation and ~~approved~~Dissolution by(the ~~ICON GP 15~~“Plan”), ~~LLC,~~which ~~the~~provided ~~general~~for ~~partner (~~the ~~"General~~liquidation ~~Partner")~~ of the ~~Fund. The~~assets ~~decision~~of, ~~was~~and ~~based~~the ondissolution aof, ~~desire to reduce~~ the ~~Fund's audit fees~~Company.

~~E&Y's~~In ~~audit~~furtherance ~~reports~~of on the Plan, ~~Fund's financial statements for~~ the ~~fiscal~~Company ~~years~~entered ~~ended~~into ~~December~~a ~~31,~~Liquidating ~~2016~~Trust ~~and~~Agreement ~~2015~~(the ~~did~~“Liquidating ~~not~~Trust ~~contain~~Agreement”) ~~any~~with ~~adverse~~ICON ~~opinion or disclaimer of opinion~~Capital, ~~and were not qualified or modified as to uncertainty~~ LLC, ~~audit scope or accounting principles. During~~ the ~~Fund's~~Investment ~~two~~Manager ~~most~~of ~~recent fiscal years and in~~ the ~~subsequent interim period from January 1~~Company, ~~2017~~as ~~through~~managing ~~June~~trustee ~~30, 2017, there were~~ (ithe “Trustee”) noof ~~disagreements~~the ~~between~~ICON ~~the~~ECI Fund ~~and~~Fifteen ~~E&Y~~Liquidating Trust on(the ~~any~~“Liquidating ~~matter~~Trust”). As of ~~accounting~~December ~~principles or practices~~31, ~~financial statement disclosure~~2018, oreach ~~auditing~~of ~~scope or procedure, which disagreements, if not resolved to~~ the ~~satisfaction~~holders of ~~E&Y,~~limited ~~would~~partnership ~~have~~interests ~~caused~~in ~~E&Y~~the Company toreceived ~~make~~a ~~reference~~pro torata ~~the~~beneficial ~~subject~~interest ~~matter~~in of the ~~disagreements~~Liquidating Trust in ~~their~~exchange ~~reports on the financial statements~~ for such ~~years,~~holder’s ~~and~~interest ~~(ii) no reportable events (as that term is defined~~ in ~~Item~~the ~~304(a)(1)(v) of Regulation S-K)~~Company.

~~The~~In ~~Fund~~accordance ~~has~~with the ~~provided~~Plan ~~E&Y~~and ~~with~~the aLiquidating ~~copy~~Trust Agreement, the Company has transferred all of ~~this~~its ~~disclosure~~remaining cash and ~~has~~other ~~requested~~assets ~~that~~and ~~E&Y~~all ~~furnish~~of its itremaining ~~with~~liabilities to the Liquidating Trust. Accordingly, a ~~letter~~certificate ~~addressed~~of tocancellation terminating the ~~Securities~~Company’s legal existence was filed with the Secretary of State of the State of Delaware and ~~Exchange~~was ~~Commission~~effective ~~stating~~on ~~whether~~December or31, ~~not~~2018. In addition, ~~E&Y~~the ~~agrees~~Company’s public reporting obligations with the ~~above statements~~U.S. ~~E&Y~~Securities ~~has~~and ~~furnished~~Exchange Commission (the ~~requested~~“SEC”) (Forms ~~letter~~10-K, 10-Q and it8-K) isceased ~~attached~~effective ~~hereto~~January as4, ~~Exhibit 16~~2019.1.

OnThe ~~July~~Liquidating 6,Trust succeeded ~~2017,~~to the ~~Fund~~reporting ~~engaged~~obligations ~~RSM~~of USthe ~~LLP~~Company ~~("RSM")~~and aswill ~~its~~continue ~~new~~to ~~independent~~prepare ~~registered~~and file with the SEC annual reports showing the financial position of the Liquidating Trust at the end of each calendar year and the income and expenses of the Liquidating Trust for each calendar year and will include a statement of cash flows to show how the changes in the balance sheet accounts and income affect cash and cash equivalents. The financial statements contained in the annual report will be prepared in accordance with generally accepted accounting principles; however, the financial statements will not be audited by a registered public accounting firm. The ~~decision~~Liquidating toTrust ~~engage~~will ~~RSM~~also ~~was~~file ~~recommended~~current ~~and~~reports ~~approved~~under bycover ~~the~~of ~~General~~Form ~~Partner~~8-K to disclose any material events required by such form.

~~During~~Item ~~the~~9.01 ~~Fund's~~Financial ~~two~~Statements ~~most recent fiscal years~~ and in the subsequent interim period from January 1, 2017 through July 6, 2017, neither the Fund nor anyone acting on its behalf consulted with RSM regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-KExhibits.

~~Item~~(d) ~~9.01.~~The ~~Financial~~following ~~Statements~~exhibits ~~and~~are ~~Exhibits.~~furnished herewith:

(d) Exhibits.

10.1	Plan of Liquidation and Dissolution.
10.2	Liquidating Trust Agreement.
99.1	Letter to Limited Partners dated January 4, 2019.

EXHIBIT NUMBER	DESCRIPTION
16.1	Letter from Ernst & Young LLP to the Securities and Exchange Commission dated July 6, 2017

SIGNATURES

~~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.

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.

	ICON ECI FUND FIFTEEN, L.P.
	By: ICON GP 15, LLC, its General Partner

Dated: January 4, 2019	By:	/s/ Michael A. Reisner
		Michael A. Reisner
		Co-President and Co-Chief Executive Officer

	ICON ECI FUND FIFTEEN, L.P.
	By: ICON GP 15, LLC, its General Partner
Dated: July 6, 2017	By: /s/ Michael A. Reisner
	Michael A. Reisner
	Co-President and Co-Chief Executive Officer

EXHIBIT LIST

EXHIBIT NUMBER	DESCRIPTION
16.1	Letter from Ernst & Young LLP to the Securities and Exchange Commission dated July 6, 2017

Filing Compare · ICON ECI FUND FIFTEEN, L.P.