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): ~~November~~ 15December 3, 2012

FSP PHOENIX TOWER CORP.

(Exact name of registrant as specified in its charter)

Delaware

000-52559

20-3965390

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

401 Edgewater Place, Suite 200, Wakefield, Massachusetts	01880
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (781) 557-1300

(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))

Item 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On orDecember ~~about~~3, ~~November 15~~2012, FSP Phoenix Tower Limited ~~2012~~Partnership (the “Seller”), an entity that is wholly-owned by FSP Phoenix Tower Corp. (the “~~Company~~Registrant”), entered ~~will~~into bean ~~mailing~~agreement afor ~~letter~~the topurchase ~~the~~and ~~holders~~sale of ~~its~~real ~~preferred~~property ~~stock~~(the ~~regarding~~“Agreement”) with PKY 3200 SW FREEWAY, LLC (the ~~dividend~~“Buyer”). There ~~declaration~~are no material relationships, other than in respect of the Agreement, among the Buyer and ~~property~~the ~~updates~~Seller, ~~for~~the Registrant or any of the ~~three~~Registrant’s affiliates. The Seller’s real property is located at 3200 Southeast Freeway, Houston, and ~~nine~~is ~~months~~a ~~ended~~34-story ~~September~~multi-tenant 30office building containing approximately 629,054 ~~2012~~rentable square feet of space located on approximately 2.1 acres of land (the “Property”). The ~~full~~purchase ~~text~~price of the ~~letter~~Property is ~~furnished~~$123,750,000. asThe ~~Exhibit~~sale ~~99.1~~of the Property is subject to customary conditions and termination rights for transactions of this ~~Current~~type. Assuming ~~Report~~that such conditions are satisfied, the Registrant anticipates that the closing of the sale of the Property will take place on ~~Form~~or ~~8-K~~about December 20, 2012.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.SIGNATURES

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the requirements ~~Statements~~of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits

	FSP PHOENIX TOWER CORP.

Date: December 3, 2012	By: /s/ George J. Carter
		George J. Carter President and Chief Executive Officer

See Exhibit Index attached hereto.

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.

	FSP PHOENIX TOWER CORP.
Date: November 15, 2012	By: /s/ George J. Carter
		George J. Carter President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter to be mailed by FSP Phoenix Tower Corp. on or about November 15, 2012.

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