UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE~~the

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act ~~OF 1934~~of 1934

Date of Report (Date of earliest event reported): ~~December 20~~May 1, ~~2011~~2012

G REIT Liquidating Trust

(Exact name of registrant as specified in its charter)

Maryland	0-50261	26-6199755
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1551 N. Tustin Avenue, Suite 200, Santa Ana, California		92705
(Address of Principal Executive Offices)		(Zip Code)

1551 N. Tustin Avenue, Suite 200, Santa Ana, California 92705

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (714) 975-2999

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))

Item 2 1.0401 ~~Triggering~~Entry ~~Events~~into ~~That~~a ~~Accelerate~~Material orDefinitive ~~Increase Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~Agreement.

~~Daymark~~On ~~Realty Advisors Inc. (“Daymark”)~~May 1, ~~the parent company of our advisor~~2012, ~~NNN~~G ~~Realty~~REIT ~~Investors,~~Liquidating ~~LLC~~Trust (~~“NNNRI”), received a letter dated December 20, 2011 (~~the “~~December 20, 2011 Letter~~Trust”) ~~from Principal Global Investors~~, ~~LLC~~as ~~(“PGI”)~~seller, ~~as primary servicer for Principal Life Insurance Company~~ and ~~named~~The ~~holders~~American ofRecovery ~~Bear~~Property ~~Stearns Commercial Mortgage Securities~~Trust, Inc. (~~collectively, the~~ “~~Lenders~~ARPT”), ~~notifying~~as ~~Daymark~~purchaser, ~~that~~entered ~~the~~into ~~Lenders~~an ~~believe that there is a technical default under that certain Mortgage and Security~~ Agreement ~~dated~~of ~~September~~Sale ~~3, 2004~~ (the “~~Security~~ Agreement”) ~~related~~with respect to acertain ~~520,000~~real ~~square-foot commercial office~~ property located at6000-61000 ~~525~~Western W.Place, ~~Van~~Fort ~~Buren St.~~Worth, ~~Chicago,~~Texas ~~Illinois~~and commonly known as ~~Congress~~Western ~~Center~~Place ~~(“Congress~~I ~~Center”), with respect to the following transactions: (i) the formation in February 2011 of Daymark by its former owner Grubb~~ & ~~Ellis~~II ~~Co.~~ (“~~Grubb~~Western Place”); and ~~(ii)~~certain ~~the~~personal ~~sale~~property inassociated ~~August~~therewith ~~2011~~and ofrelating ~~Daymark, including its wholly-owned subsidiary NNN Realty Advisors, Inc~~thereto. ~~(“NNNRA”),~~Western byPlace ~~Grubb~~is ~~to IUC-SOV,~~the ~~LLC~~larger ~~(“IUC-SOV”),~~of ~~which~~the isTrust’s ~~controlled~~two byremaining ~~Sovereign~~consolidated ~~Capital~~properties ~~Management Group (“Sovereign”)~~ and ~~Infinity~~accounted ~~Urban~~for ~~Century~~approximately ~~(“Infinity”)~~87.5% ~~The Lenders allege that each~~ of ~~the~~gross ~~foregoing~~leasable ~~transactions~~area ~~constitutes~~and an84.9% ~~event~~ of annual ~~default~~rents ~~(an~~received ~~“Event~~in offiscal ~~Default”) under the Security Agreement~~2011.

InThe ~~addition~~Agreement, ~~the~~dated ~~Lenders~~as ~~allege that the tangible net worth~~ of ~~NNNRI~~April 27, a2012, ~~guarantor~~provides offor the ~~Loan~~sale ~~and~~by ~~our~~the ~~advisor,~~Trust ~~has~~of its ~~fallen~~undivided ~~below~~78.5% ~~$15,000,000~~tenant-in-common ~~for~~(“TIC”) ainterest ~~period~~in ofWestern ~~more~~Place, ~~than~~together 30with ~~days,~~certain inadditional ~~violation~~Property of(as athat ~~covenant~~terms ~~under~~is defined in the ~~Guaranty~~Agreement) ~~dated~~and ~~September~~operating 3reserves, ~~2004~~to ~~(the~~ARPT, ~~“Guaranty”)~~for $20,000,000 in ~~respect~~cash plus non-voting common stock of ARPT (the ~~Loan~~“ARPT Shares”). The ~~Lenders~~cash ~~allege~~portion ~~that~~of the ~~breach~~consideration ofis ~~such~~subject ~~covenant,~~to ~~continuing~~adjustment for ~~more~~prorations ~~than~~and 30other ~~days,~~adjustments ~~also~~as ~~constitutes~~provided anin ~~Event~~the Agreement. The number of ~~Default~~ARPT ~~under~~Shares ~~both~~issuable to the ~~Guaranty~~Trust ~~and~~shall equal the ~~Security~~quotient obtained ~~Agreement.~~by Andividing ~~Event~~(x) $12,000,000, ofas ~~Default~~adjusted ~~under~~as provided in the ~~Guaranty~~Agreement, ~~entitles~~by ~~the~~(y) $10.00. ~~Lenders~~The totransaction ~~the~~will ~~rights and~~be ~~remedies~~conducted as an exempt offering under Section 4(2) of the ~~Loan~~Securities ~~documents~~Act of 1933, ~~including~~as amended (the ~~Security Agreement~~“Securities Act”).

~~One~~Pursuant ofto ~~the~~a ~~possible~~Securities ~~consequences~~Matters ofAgreement ~~an Event of Default under~~ (the ~~Security~~“Securities Matters Agreement”) isto ~~acceleration~~be ofentered ~~the~~into ~~notes evidencing~~ by the ~~related~~parties ~~loan~~at in the ~~original~~closing ~~principal amount~~ of ~~$97,500,000~~the ~~made~~transaction ~~on September 3, 2004~~ (the “~~Loan~~Closing”), at the ~~option~~ARPT ofShares ~~the~~shall ~~Lenders.~~remain ~~Other~~non-voting ~~consequences~~until ofsuch ~~an Event~~time, ofif ~~Default~~any, ~~under~~that the ~~Security~~ARPT ~~Agreement~~Shares ~~include~~are ~~payment~~registered ofwith athe ~~“make~~Securities ~~whole~~and ~~premium”~~Exchange toCommission (the ~~Lenders,~~ “Commission”) and ~~payment~~such ofregistration ~~increased~~statement ~~default-rate~~is ~~interest~~declared oneffective ~~both~~by the ~~then~~Commission; ~~outstanding~~however, ~~amount~~ARPT ofis ~~the~~under ~~Loan~~no ~~and~~obligation ~~any~~to ~~“make~~register ~~whole premium” for~~ the ~~duration~~ARPT ofShares. ~~any~~The ~~Event~~ARPT ofShares ~~Default.~~are Innot ~~addition,~~transferable inby the ~~Event~~Trust ofunless ~~Default,~~(i) there ~~the~~is ~~Lenders~~in ~~have~~effect ~~the~~a ~~right~~registration ~~under~~statement covering the ~~Security~~distribution ~~Agreement to take possession~~ of the ~~premises,~~ARPT ~~foreclose~~Shares or (ii) the ~~lien~~ARPT onShares ~~the~~can ~~subject~~be ~~property~~transferred ~~and~~under ~~sell~~applicable ~~the~~securities ~~premises~~law ~~independent of~~and the ~~foreclosure~~Trust ~~proceedings.~~has Indelivered ~~such~~to ~~event,~~ARPT ~~the~~an ~~Lenders’~~opinion ~~costs~~of counsel, ~~including~~satisfactory ~~legal~~to ~~fees~~ARPT, ofthat ~~foreclosure~~such ~~proceedings~~disposition ~~and~~will ~~the~~not ~~sale~~require registration of ~~the~~such ~~premises~~securities ~~are~~under ~~recoverable by~~ the ~~Lenders~~Securities ~~as additional indebtedness~~Act.

The ~~current~~Trust ~~principal~~has ~~amount~~the ~~outstanding~~right ~~under~~to put (the ~~Loan~~“Put asRight”) ofall, ~~February~~but not 22less than all, ~~2012~~of the ARPT Shares to ARPT on the date that is one day prior to the second anniversary of the Effective Date (as defined in the Securities Matters Agreement) for $9012,~~293~~000,~~180.57.~~000, ~~All~~provided ~~principal~~(i) as ~~and~~of ~~interest~~the ~~payments~~Put Date (as defined in the ~~due~~Securities Matters Agreement) no registration statement has been filed under the ~~Loan~~Securities ~~have~~Act ~~been~~covering ~~paid~~the ARPT Shares or, as of the Put Date, such registration statement is no longer in ~~accordance~~effect; ~~with~~(ii) the Trust shall have provided written notice to ARPT on or before the ~~Loan~~day ~~documents~~that is sixty (60) days prior to the second anniversary of the Effective Date (the “Put Notice Date”) of its intention to exercise its Put Right without condition or qualification; and (iii) the Trust is able to represent and warrant to ARPT, as of the Put Date, that it holds good and marketable title to the Shares and is able to transfer the Shares free and clear of any liens and encumbrances.

We2 own a 100% interest in G REIT Congress Center, LLC, which is a borrower under the Loan and which owns a 30% tenant-in-common interest in Congress Center. Any default with respect to the Loan, which is not cured or waived by the Lenders, would have significant adverse consequences for us. See also Item 8.01, “Other Events” for additional developments regarding this matter.

~~Item~~If ~~8.01~~no ~~Other~~registration ~~Events~~statement has been filed under the Securities Act covering the ARPT Shares or such registration statement is no longer in effect and the Trust has not otherwise exercised its Put Right, ARPT shall have the right to repurchase all, but not less than all, of the ARPT Shares (i) on any date prior to and including the second anniversary of the Effective Date or (ii) on any date on or after September 30, 2014 and prior to and including December 31, 2014, for $12,000,000, less any cost to remove or extinguish any lien or encumbrance which may affect the ARPT Shares at the time of such repurchase.

~~As reported~~Among ~~elsewhere~~the inconditions ~~this~~to ~~Current~~Closing ~~Report~~under ~~on Form 8-K, Daymark received~~ the ~~December 20~~Agreement, ~~2011~~ARPT ~~Letter~~shall ~~from~~also have ~~PGI,~~entered asinto ~~primary~~(i) purchase ~~servicer~~agreements ~~for~~with the ~~Lenders,~~minority ~~notifying~~owners ~~Daymark~~of ~~that~~ the ~~Lenders~~remaining ~~believe~~21.5% ~~that~~TIC ~~there~~interests isin aWestern ~~technical~~Place ~~default~~and ~~under~~(ii) a ~~the~~purchase ~~Security Agreement~~agreement with ~~respect~~NNN toRealty ~~the~~Investors, ~~following~~LLC ~~transactions:~~ (i“NNRI”), the ~~formation~~Trust’s inadvisor, ~~February~~with respect ~~2011~~to ofanother ~~Daymark~~property bynot ~~its~~owned ~~former~~by ~~owner Grubb; and (ii)~~ the ~~sale~~Trust. inARPT ~~August~~is ~~2011~~also ofassuming ~~Daymark,~~a ~~including~~loan ~~its~~made ~~wholly-owned subsidiary NNNRA~~ by ~~Grubb~~the Trust to ~~IUC-SOV,~~the ~~which~~minority ~~is controlled~~owners byof ~~Sovereign~~TIC ~~and~~interests ~~Infinity.~~in ~~The~~Western ~~Lenders~~Place ~~allege~~concurrently ~~that~~with ~~each of~~ the ~~foregoing~~acquisition ~~transactions constitutes an Event~~ of ~~Default under~~ the ~~Security~~minority ~~Agreement~~owners’ interests.

InThe ~~addition,~~Agreement ~~the~~contains ~~Lenders~~standard ~~allege~~representations, ~~that the tangible net worth of NNNRI~~warranties, acovenants ~~guarantor of the Loan~~ and ~~our~~conditions ~~advisor, has fallen below $15,000,000~~ for aan ~~period~~agreement of ~~more~~this ~~than 30 days~~nature, inand ~~violation of a covenant~~contains ~~under~~additional ~~the~~provisions ~~Guaranty~~typical ~~dated~~of ~~September~~such 3,a ~~2004 (the “Guaranty”)~~transaction, inincluding ~~respect~~without oflimitation the ~~Loan.~~use ~~The Lenders allege that the breach~~ of ~~such~~an ~~covenant~~escrow agent, ~~continuing~~provisions for ~~more~~title ~~than 30 days~~insurance, ~~also~~allocation ~~constitutes an Event~~ of ~~Default~~closing ~~under~~expenses ~~both the Guaranty~~ and ~~the~~ ~~Security~~mutual ~~Agreement~~releases. AnThe ~~Event~~risk of ~~Default~~loss ~~under~~on ~~the~~Western ~~Guaranty~~Place ~~entitles~~prior to the ~~Lenders~~Closing remains toon the ~~rights~~Trust. ~~and~~Disputes ~~remedies~~ under the ~~Loan~~Agreement ~~documents,~~shall ~~including~~be ~~the~~settled ~~Security~~by ~~Agreement~~arbitration and/or mediation.

~~One~~The ofClosing ~~the possible consequences of an Event of Default under the Security Agreement~~ is ~~acceleration of the notes evidencing the Loan, at the option of the Lenders. Other consequences of an Event of~~ ~~Default~~anticipated ~~under the Security Agreement include payment of a “make whole premium”~~ to ~~the~~occur ~~Lenders, and payment of increased default-rate interest~~ on ~~both~~or ~~the~~about ~~then outstanding amount of the Loan and any “make whole premium” for the duration of any Event of Default. In addition~~May 15, ~~in the Event of Default~~2012, ~~the~~but ~~Lenders~~may ~~have~~be ~~the~~extended ~~right~~by ~~under~~up ~~the Security Agreement~~ to ~~take~~60 ~~possession of the premises, foreclose the lien on the subject property and sell the premises independent of the foreclosure proceedings~~days. ~~In such event, the Lenders’ costs, including legal fees, of foreclosure proceedings and the sale of the premises are recoverable by the Lenders as additional indebtedness.~~

The ~~Loan~~Closing is ~~currently~~ not insubject ~~arrears~~to approval asby the holders of units of beneficial interest of the Trust. The sale and purchase of Western Place is a related party transaction. Todd A. Mikles, the President of ARPT, is also Chairman, Chief Executive Officer and the controlling shareholder of Sovereign Capital Management Group, Inc. (“Sovereign”). Sovereign and Infinity Urban Century (“IUC”) control IUC-SOV, LLC (“IUC-SOV”), which is the owner of Daymark Realty Advisors Inc. (“Daymark”), the parent company of NNRI, our advisor. Additionally, it is a condition to ~~any~~Closing ~~amounts~~that ~~due~~NNRI ~~thereunder~~enter into an agreement to sell to ARPT another property that is not owned by the Trust.

~~Following~~Prior ~~receipt~~to ofentering into the ~~December 20~~Agreement, ~~2011~~the ~~Letter,~~Trust ~~Daymark~~obtained ~~attempted~~an toindependent ~~discuss~~appraisal ~~these~~of ~~matters~~Western inPlace. ~~good~~Pursuant ~~faith~~to ~~with~~a ~~the~~Summary ~~Lenders~~Restricted Use Appraisal Report dated February 8, as2012, ~~well~~Western ~~as other~~Place ~~matters~~had ~~pursuant~~an toappraised ~~which~~value ~~Daymark~~of ~~alleges~~$31,070,000 ~~that~~and the ~~Lenders~~excess ~~have~~land ~~failed~~appurtenant tothereto ~~perform~~had ~~some~~an appraised value of ~~their~~$480,000, ~~obligations~~for ina ~~respect~~total value of ~~the Loan~~$31,550,000.

ByItem 2.01 ~~letter~~Completion ~~dated February 1, 2012 (the “First Daymark Letter”), Daymark reminded the Lenders that by letter dated June 24, 2010 (the “Lenders’ Consent”), the Lenders had consented to an amendment~~ of ~~the~~Acquisition ~~Property~~or ~~Reserves~~Disposition ~~Agreement dated September 3, 2004 (the “PRA”) in respect~~ of ~~the subject commercial property (“Congress Center”), to allow, among other things, for funding of certain tenant improvements from Loan reserves at $63~~Assets.58 ~~per square foot compared to $25.00 per square foot under the PRA as originally executed, subject to certain~~

~~conditions.~~The ~~Daymark~~Closing ~~relied~~with ~~upon~~respect ~~the representations of the Lenders that they would execute any necessary further amendment~~ to the ~~PRA~~sale inof ~~proceeding~~Western ~~with~~Place ~~the~~by ~~tenant improvements under~~ the ~~leases in~~Trust ~~question. Daymark indicated the amounts owed~~ to ~~various~~ARPT ~~contractors~~occurred ~~with~~on ~~respect to work that was authorized by Daymark~~June 15, in2012. ~~reliance~~The ~~upon~~terms ~~the~~and ~~Lenders’~~conditions ~~representations~~of ~~that they would approve~~ the ~~necessary~~transaction ~~amendment~~are todescribed ~~the~~in ~~PRA~~Item 1.01 hereinabove.

~~Having~~The ~~failed~~Trust toreceived ~~receive any meaningful response following the issuance of the First Daymark Letter~~$20, ~~by letter dated February 8~~000,000 ~~2012 (the~~in ~~“Second~~cash ~~Daymark~~and ~~Letter”)~~1,200,000 ~~Daymark~~ARPT ~~demanded~~Shares aat ~~written response from~~ the ~~Lenders on or before February 15, 2012~~Closing. ~~Daymark~~Certain ~~further~~rights ~~alleged~~with ~~that~~respect ~~as a result of the Lenders’ inaction~~to, ~~Congress~~and ~~Center has (i) had filed against it a~~other ~~subcontractor’s~~terms ~~lien~~and inconditions ~~the amount~~ of ~~$309~~,~~336,~~ ~~which~~the ~~accrues~~ARPT ~~interest~~Shares atare adescribed ~~rate of 10% per annum; and (ii) received a notice from another contractor to file a contractor’s lien~~ in ~~the~~Item 1.01 ~~amount of $210,000~~hereinabove.

In3 addition, Daymark notified the Lenders that a major tenant of Congress Center has demanded that its tenant improvements be provided, as required under its lease. Another major tenant of Congress Center has indicated that it is evaluating its remedies as a result of the failure for their tenant improvements to be provided.

~~Daymark~~As ~~received~~described ain ~~letter~~Item 1.01 ~~dated February 13~~hereinabove, ~~2012~~the ~~from~~sale ~~PGI~~and ~~(“PGI’s~~purchase ~~Response”),~~of inWestern ~~which~~Place ~~the~~is ~~Lenders reasserted the fact~~a ~~that~~related ~~events~~party oftransaction. ~~default~~Todd ~~exist~~A. ~~under~~Mikles, the ~~Security~~President ~~Agreement.~~of ~~Nonetheless~~ARPT, ~~the~~is ~~Lenders~~also ~~represented~~Chairman, ~~that~~Chief ~~they~~Executive ~~were~~Officer ~~willing~~and tothe ~~release~~controlling ~~funds~~shareholder ~~from~~of ~~Loan~~Sovereign. ~~reserves~~Sovereign toand ~~reimburse~~IUC ~~contractors~~control orIUC-SOV, ~~tenants~~which ~~for~~is ~~improvements~~the ~~already~~owner ~~made~~of Daymark, ~~subject~~the toparent ~~certain~~company of NNRI, ~~conditions~~the Trust’s advisor.

~~Additionally,~~The ~~the~~Trust ~~Lenders~~determined ~~for~~that the ~~first~~fair ~~time~~market ~~took~~value of the ~~position~~Property ~~that~~was ~~because~~$32,000,000, ofbased anupon internal ~~alleged~~valuation ~~failure~~and of the ~~borrowers~~ toabove-mentioned ~~meet~~appraisal. ~~certain~~Based ~~conditions~~upon ~~set~~the ~~forth~~amount inof ~~the~~new ~~Lenders’~~financing ~~Consent~~available to ARPT, ~~the~~it ~~Lenders~~was ~~are~~determined ~~now~~that ~~unwilling~~consideration tofor ~~fund~~the ~~tenant~~purchase ~~improvements~~would atbe ~~the~~a ~~agreed-upon~~combination ~~increased~~of ~~levels~~cash ~~($63~~and ARPT Shares.58 ~~per~~Allowing ~~square~~for ~~foot~~sufficient ~~versus~~additional cash ~~the~~to ~~original~~pay ~~$25~~associated ~~per~~transaction ~~square~~costs ~~foot).~~and Asother aproperty ~~result~~obligations, ~~there~~ is$20,000,000 of a ~~shortfall~~new ~~between~~$24,000,000 ~~the~~loan ~~actual~~obtained ~~costs~~by ~~that~~ARPT ~~have~~(described ~~been~~in ~~incurred~~the ~~and~~following ~~what~~paragraph) was used as the ~~Lenders~~cash ~~now~~component ~~say~~of ~~they~~the ~~are~~total ~~willing~~consideration paid to ~~fund~~the inTrust. anThe remaining ~~amount~~$12,000,000 ~~equal~~of tothe ~~approximately~~purchase $3price was paid in the form of 1,~~323~~200,~~659~~000 ARPT Shares, valued at $10.00 per share. The ~~Lenders~~per ~~have~~share ~~stated~~price ~~that~~of ~~they~~ARPT ~~will~~Shares ~~not~~was ~~release~~established ~~any~~by ~~funds~~the inBoard ~~respect~~of Directors of ARPT, in consultation with its advisors, by ~~tenant~~dividing ~~improvement~~the ~~until~~total ~~they~~net ~~receive~~equity ~~proof~~in ~~that~~ARPT after the ~~shortfall~~purchase ~~has~~of ~~been~~Western ~~paid~~Place toby the ~~contractors~~total number of issued and outstanding ARPT shares after the Closing.

~~Daymark~~In isconnection ~~evaluating~~with ~~its position~~this transaction, ARPT acquired a new loan in ~~light~~the principal amount of ~~PGI’s~~$24,000.000 ~~Response~~from an unaffiliated third party financial institution. ItThe loan is ~~also~~a ~~attempting~~five-year tocommercial mortgage-backed ~~address~~security loan, bearing an interest rate of 4.95% per annum. Of the ~~issues~~total ~~raised~~principal inamount of the ~~December~~loan, $20,000,000 ~~2011~~was ~~Letter.~~paid ~~Daymark~~to ~~reserves~~the ~~all~~Trust ~~rights~~as cash consideration for the purchase and ~~remedies~~the ~~available~~remaining $4,000,000 was utilized to itsatisfy transaction atcosts, ~~law~~closing orcosts, inand ~~equity~~holdbacks required by the new lender for items such as tenant improvement obligations, reserves and taxes.

WeIn ~~own~~addition, aAmerican ~~100%~~Recovery ~~interest~~Property inAdvisors, GLLC ~~REIT~~(“Advisor”), ~~Congress~~the ~~Center,~~advisor ~~LLC,~~to ~~which~~ARPT isin athe ~~borrower~~transaction, ~~under~~earned fees in the ~~Loan~~amount ~~and~~of ~~which~~$1,152,000, ~~owns~~payable aby ~~30%~~ARPT. ~~tenant-in-common~~Advisor ~~interest~~is an affiliate of ARPT, in ~~Congress~~that ~~Center.~~both ~~Any~~entities ~~default~~are ~~with~~under ~~respect~~the tocommon ~~the~~control ~~Loan,~~of ~~which~~Todd isA. ~~not~~Mikles. ~~cured~~ARPT oris ~~waived~~also byan affiliate of the ~~Lenders~~Trust, ~~would~~as ~~have~~described ~~significant~~in ~~adverse~~Item 1.01 ~~consequences for us~~hereinabove.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information.

The pro forma financial information required as part of this item is being provided below as follows:

INDEX TO THE PRO FORMA FINANCIAL STATEMENTS

I.	Unaudited Pro Forma Condensed Consolidated Statement of Net Assets as of December 31, 2011 (Liquidation Basis)

II.	Unaudited Pro Forma Condensed Consolidated Statement of Changes in Net Assets for the Year Ended December 31, 2011 (Liquidation Basis)

G REIT LIQUIDATING TRUST

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only, and are not necessarily indicative of the results of operations of future periods or the results that would have been realized had the Western Place property been disposed of by us as of the dates set forth below. The pro forma condensed consolidated financial statements (including notes thereto) are qualified in their entirety by reference to and should be read in conjunction with our historical consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2011. In our opinion, all adjustments necessary to reflect the disposition have been made.

The accompanying unaudited pro forma condensed consolidated statement of net assets as of December 31, 2011 (liquidation basis) is presented as if the disposition of the Western Place property had occurred on December 31, 2011.

The accompanying unaudited pro forma condensed consolidated statement of changes in net assets for the year ended December 31, 2011 (liquidation basis) is presented as if the disposition of the Western Place property had occurred on December 31, 2010.

The accompanying pro forma condensed consolidated financial statements are unaudited and are subject to a number of estimates, assumptions, and other uncertainties, and do not purport to be indicative of the actual results of operations that would have occurred had the disposition reflected therein in fact occurred on the dates specified, nor do such financial statements purport to be indicative of the results of operations that may be achieved in the future.

Schedule I

G REIT LIQUIDATING TRUST

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS

As of December 31, 2011

(Unaudited — Liquidation Basis)


	Company		Sale of Western Place			Company
	Historical (A)		Property (B)			Pro Forma
ASSETS
Real estate investments:
Real estate held for sale	$	27,292,000	$	(24,442,000	)	$	2,850,000
Investment in unconsolidated real estate		2,040,000		—			2,040,000

		29,332,000		(24,442,000	)		4,890,000
Cash		4,441,000		17,671,000			22,112,000
Accounts receivable, net		404,000		(362,000	)		42,000
Related party receivables		4,770,000		(4,770,000	)		—
Investments in securities		—		12,000,000			12,000,000
Asset for estimated receipts in excess of estimated costs during liquidation		—		379,000			379,000

Total assets		38,947,000		476,000			39,423,000

LIABILITIES
Accounts payable and accrued liabilities		756,000		(695,000	)		61,000
Related party payables		62,000		(62,000	)		—
Security deposits and prepaid rent		402,000		(377,000	)		25,000
Liability for estimated costs in excess of estimated receipts during liquidation		438,000		(438,000	)		—

Total liabilities		1,658,000		(1,572,000	)		86,000

Commitments and contingencies		—		—			—

Net assets in liquidation	$	37,289,000	$	2,048,000		$	39,337,000	(D)

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

Schedule II

G REIT LIQUIDATING TRUST

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

For the Year Ended December 31, 2011

(Unaudited — Liquidation Basis)


	Company			Sale of Western Place			Company
	Historical (A)			Property (C)			Pro Forma
Net assets in liquidation, beginning of year	$	37,759,000		$	5,446,000		$	43,205,000

Changes in net assets in liquidation:
Changes to asset (liability) for estimated costs in excess of estimated receipts during liquidation:
Operating income		(3,055,000	)		2,922,000			(133,000	)
Payments of liquidation costs and other amounts		2,865,000			(2,537,000	)		328,000
Change in estimated receipts (costs) in excess of estimated costs (receipts) during liquidation		(1,601,000	)		96,000			(1,505,000	)

Change to asset (liability) for estimated costs in excess of estimated receipts during liquidation		(1,791,000	)		481,000			(1,310,000	)

Change in fair value of assets and liabilities:
Change in fair value of real estate investments		1,131,000			(2,682,000	)		(1,551,000	)
Change in assets and liabilities due to activity in liability for estimated costs in excess of estimated receipts during liquidation		190,000			(385,000	)		(195,000	)

Net increase in fair value		1,321,000			(3,067,000	)		(1,746,000	)

Change in net assets in liquidation		(470,000	)		(2,586,000	)		(3,056,000	)

Net assets in liquidation, end of year	$	37,289,000		$	2,860,000		$	40,149,000	(D)

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

NOTES TO UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

As of and For the Year Ended December 31, 2011

The unaudited pro forma condensed consolidated financial statements have been adjusted as discussed in the notes below.

(A) As reported in our Annual Report on Form 10-K for the year ended December 31, 2011.

(B) Adjustments have been made for the sale of the Western Place property and, therefore, our real estate held for sale would have been decreased by the amount related to the Western Place property. Also, our cash balance would have increased by the pro forma amount of net proceeds received upon sale of $20,000,000, less the pro forma amount of property-level cash reserves surrendered, as well as the receipt of securities valued at $12,000,000. Additionally, our related party receivables would have been eliminated as a result of the forgiveness of the amounts due from the minority owners of the property. Other adjustments to our assets and liabilities have also been made to reflect this disposition.

(C) These adjustments reflect the elimination of the changes in net assets in liquidation attributable to the Western Place property, as if the disposition occurred on December 31, 2010.

(D) The unaudited pro forma condensed consolidated statement of net assets as of December 31, 2011 is presented as if the disposition of the Western Place property had occurred on December 31, 2011. The unaudited pro forma condensed consolidated statement of changes in net assets for the year ended December 31, 2011 is presented as if the disposition of the Western Place property had occurred on December 31, 2010. As such, there is a difference in the net assets in liquidation as of December 31, 2011 between these two statements.

(d)

Exhibits

10.1	Agreement of Sale by and between G REIT Western Place, LP, as Seller, and The American Recovery Property Trust, Inc., as Purchaser, dated as of April 27, 2012

10.2	Securities Matters Agreement made and entered into as of June 15, 2012 by and between G REIT—Western Place, LP and The American Recovery Property Trust, Inc.

10.3	Special Warranty Deed executed June 12, 2012 by G REIT—Western Place, LP, as Grantor

10.4	Assignment and Assumption Agreement made and entered into as of June 15, 2012 by and between G REIT—Western Place, LP and The American Recovery Property Trust, Inc.

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.

210

February 27, 2012

G REIT LIQUIDATING TRUST

June 29, 2012

G REIT LIQUIDATING TRUST

/s/ Gary T. Wescombe

Gary T. Wescombe

Gary T. Wescombe Chairman of the Trustees

Chairman of the Trustees

Filing Compare · G REIT Liquidating Trust