UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~October 13, 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.)
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)

(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:

¨	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 1.01 Entry into a Material Definitive Agreement.

OnSutter ~~May 1,~~Square ~~2012, G REIT Liquidating Trust (the “Trust”), as seller, and The American Recovery Property Trust, Inc. (“ARPT”), as purchaser, entered into an Agreement of~~ Sale (the “Agreement”) with respect to certain real property located 6000-61000 Western Place, Fort Worth, Texas and commonly known as Western Place I & II (“Western Place”) and certain personal property associated therewith and relating thereto. Western Place is the larger of the Trust’s two remaining consolidated properties and accounted for approximately 87.5% of gross leasable area and 84.9% of annual rents received in fiscal 2011.

~~The~~Effective ~~Agreement~~October 3, ~~dated~~2012, asGREIT-Sutter ~~of April 27~~Square, ~~2012~~LP (“Sutter Square LP”), ~~provides~~as ~~for~~seller; ~~the~~G ~~sale~~REIT byLiquidating Trust (the “Trust”), ~~of its~~as ~~undivided~~guarantor; ~~78.5%~~and ~~tenant-in-common~~SGR Sutter Square, LLC (“~~TIC~~SGR”), ~~interest~~as inpurchaser, ~~Western~~entered ~~Place,~~into ~~together~~an ~~with~~Agreement ~~certain~~for ~~additional~~Purchase ~~Property~~and ~~(as~~Sale ~~that~~of ~~terms~~Real isProperty ~~defined~~and inEscrow Instructions (the “Sutter Square Agreement”) ~~and~~with ~~operating~~respect ~~reserves,~~ to ~~ARPT,~~certain ~~for~~real ~~$20,000,000~~property inlocated ~~cash~~at ~~plus non~~2901-~~voting~~2929 ~~common~~K Street, Sacramento, ~~stock~~California, ofcommonly ~~ARPT~~known ~~(the~~as Sutter Square (“~~ARPT~~Sutter ~~Shares~~Square”) and certain personal property associated therewith and relating thereto. ~~The~~Sutter ~~cash~~Square ~~portion~~LP is a wholly-owned subsidiary of the ~~consideration~~Trust isand ~~subject~~Sutter toSquare ~~adjustment~~LP ~~for~~and ~~prorations~~the ~~and~~Trust ~~other~~are sometimes ~~adjustments~~collectively asreferred ~~provided~~to inherein as the ~~Agreement.~~“Company”, ~~The~~“we”, ~~number~~“us” ofor ~~ARPT~~“our”. ~~Shares~~Sutter ~~issuable~~Square tois the ~~Trust~~smaller ~~shall~~of ~~equal~~our ~~the~~two ~~quotient obtained~~remaining byproperties ~~dividing~~in ~~(x) $12,000,000,~~terms asof ~~adjusted~~gross asleasable ~~provided~~area inand ~~the~~percentage ~~Agreement,~~of byannual ~~(y) $10~~rents received in fiscal 2011.~~00.~~ ~~The~~See ~~transaction~~“Congress ~~will~~Center beSale” ~~conducted~~below. asWe anown ~~exempt~~100% ~~offering~~of ~~under~~Sutter ~~Section 4(2)~~Square, which represented approximately 14% of ~~the~~our ~~Securities~~assets ~~Act~~and 23% of ~~1933,~~our rents as ~~amended~~of (the ~~“Securities Act”)~~date of the Sutter Square Agreement.

~~Pursuant~~The toAgreement aprovides ~~Securities~~for ~~Matters Agreement (~~the ~~“Securities~~sale ~~Matters Agreement”) to be entered into~~ by ~~the~~ ~~parties~~Sutter atSquare ~~the~~LP ~~closing~~ of ~~the~~all ~~transaction~~of ~~(the~~its ~~“Closing”)~~right, ~~the~~title ~~ARPT~~and ~~Shares~~interest ~~shall~~in ~~remain~~and ~~non-voting~~to ~~until~~(i) a ~~such~~certain ~~time,~~Ground ifLease dated ~~any~~August 19, ~~that~~1996 between the ~~ARPT~~State ~~Shares~~of ~~are~~California, ~~registered~~acting ~~with~~through ~~the~~its ~~Securities~~Department ~~and~~of ~~Exchange~~Transportation ~~Commission~~and Seller (the “~~Commission~~Ground Lease”) ~~and~~, ~~such~~together ~~registration~~with ~~statement~~all isimprovements ~~declared~~thereon ~~effective~~and byall ~~the~~easements ~~Commission;~~and ~~however,~~rights ~~ARPT~~appurtenant isthereto; (ii) all ~~under~~leases nowith ~~obligation~~respect to ~~register~~Sutter ~~the~~Square; ~~ARPT Shares. The ARPT Shares are not transferable by the Trust unless~~ (iiii) ~~there~~certain istangible inand ~~effect~~intangible apersonal ~~registration~~property ~~statement covering~~located ~~the~~on ~~distribution~~or ofused ~~the~~in ~~ARPT~~connection ~~Shares~~with orSutter Square; (iiiv) ~~the~~all ~~ARPT~~service ~~Shares~~contracts ~~can~~relating beto ~~transferred under applicable securities law and~~ the ~~Trust~~operation ~~has delivered to ARPT an opinion~~ of ~~counsel,~~Sutter ~~satisfactory~~Square; ~~to ARPT, that such disposition will not require~~and ~~registration~~(v) all ofpermits ~~such~~and ~~securities~~similar ~~under~~documents ~~the~~relating ~~Securities~~to ~~Act~~Sutter Square.

The ~~Trust~~purchase ~~has~~price ~~the~~for ~~right~~Sutter toSquare ~~put (the “Put Right”) all, but not less than all, 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~~ $122,~~000~~500,000, subject ~~provided~~to ~~(i) as~~charges, ofprorations ~~the~~and ~~Put~~other ~~Date~~adjustments (as ~~defined~~provided in the ~~Securities~~ ~~Matters~~Sutter ~~Agreement)~~Square ~~no registration statement has been filed under the Securities Act covering the ARPT Shares or~~Agreement, asand ~~of the Put Date, such registration statement~~ is nopayable ~~longer~~as infollows: ~~effect;~~ (iii) ~~the~~a ~~Trust~~$50,000 ~~shall~~deposit ~~have~~(the ~~provided~~“Deposit”), ~~written notice~~payable tointo ~~ARPT~~escrow onwithin orthree ~~before~~business ~~the day that is sixty (60)~~ days ~~prior~~following to the ~~second anniversary of the~~ Effective Date (~~the~~as ~~“Put~~defined ~~Notice~~in ~~Date”)~~the ofSutter ~~its~~Square ~~intention to exercise its Put Right without condition or qualification~~Agreement); and (~~iii~~ii) the ~~Trust~~balance ispayable ~~able~~into toescrow ~~represent~~at ~~and warrant to ARPT, as of~~ the ~~Put~~closing ~~Date, that it holds good and marketable title to~~ (the ~~Shares~~“Sutter ~~and~~Square ~~is able to transfer the Shares free and clear of any liens and encumbrances~~Closing”).

The Sutter Square Closing is subject to conditions, including but not limited to SGR’s due diligence, inspection of title documents, inspection of the premises from time to time, satisfaction of all liens and other monetary encumbrances and other conditions typical for a transaction of this type. SGR has an inspection period of 45 days following the effective date of the Sutter Square Agreement (the “Inspection Period”) to review and approve or disapprove due diligence items. On or before the end of the Inspection Period, SGR shall indicate in writing which, if any, contract SGR elects not to assume.

During the period preceding the Sutter Square Closing, Sutter Square LP shall, among other things, maintain equipment and other materials in an orderly manner; and maintain liability and other insurance with minimum coverage as provided for in the Sutter Square Agreement.

The Sutter Square Closing was originally anticipated to occur on or before November 20, 2012. Pursuant to that certain First Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated November 19, 2012, the parties extended the date of the Sutter Square Closing to December 21, 2012, and pursuant to that certain Second Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated December 21, 2012, the parties further extended the date of the Sutter Square Closing to December 31, 2012.

IfSutter noSquare ~~registration~~LP ~~statement~~and ~~has~~SGR ~~been~~will ~~filed~~each ~~under~~pay ~~the~~one-half ~~Securities~~of ~~Act~~escrow ~~covering~~costs ~~the~~and ~~ARPT~~other transactional ~~Shares~~costs orare ~~such~~allocated ~~registration~~between ~~statement~~the isparties nopursuant ~~longer~~to ~~in effect and~~ the ~~Trust~~Sutter ~~has~~Square ~~not~~Agreement. ~~otherwise~~Taxes, ~~exercised its Put Right~~rents, ~~ARPT~~common ~~shall~~area ~~have the right to repurchase all~~expenses, ~~but~~operating ~~not less than all~~expenses, ofdeposits ~~the~~and ~~ARPT~~percentage ~~Shares~~rents ~~(i) on~~are ~~any date prior~~ to ~~and~~be ~~including the~~pro-rated ~~second~~between ~~anniversary~~Sutter ofSquare ~~the~~LP ~~Effective Date or (ii) on any date on or after September 30, 2014~~ and ~~prior~~SGR to and ~~including~~reflected ~~December 31,~~on ~~2014,~~an ~~for~~estimate closing ~~$12~~statement,~~000,000,~~ ~~less~~with ~~any~~final ~~cost~~adjustments tomade ~~remove~~as orappropriate ~~extinguish~~within ~~any~~60 ~~lien~~days orfollowing ~~encumbrance which may affect~~ the ~~ARPT~~Sutter ~~Shares~~Square ~~at the time of such repurchase~~Closing.

~~Among~~The ~~the~~Sutter Square ~~conditions~~Agreement tocontains ~~Closing~~standard ~~under~~representations, ~~the~~warranties, ~~Agreement~~covenants, ~~ARPT shall also have entered into (i) purchase~~ agreements ~~with~~and ~~the~~conditions ~~minority~~for ~~owners~~an agreement of ~~the~~this ~~remaining~~type, ~~21.5%~~and ~~TIC~~contains ~~interests~~additional inprovisions ~~Western~~typical ~~Place~~of ~~and~~such ~~(ii)~~ a ~~purchase~~transaction, ~~agreement~~including ~~with~~without ~~NNN~~limitation ~~Realty~~the ~~Investors,~~use ~~LLC~~of ~~(“NNRI”)~~an escrow agent, ~~the~~provisions ~~Trust’s~~for ~~advisor~~title insurance, ~~with respect~~allocation toof ~~another~~closing ~~property~~expenses, ~~not~~mutual ~~owned~~indemnification byand ~~the~~mutual ~~Trust~~releases. ~~ARPT~~The isrisk ~~also~~of ~~assuming~~loss aon ~~loan~~Sutter ~~made~~Square byprior ~~the Trust~~ to the ~~minority~~Sutter ~~owners~~Square ofClosing ~~TIC~~remains ~~interests~~on inSutter ~~Western~~Square ~~Place~~LP. ~~concurrently~~Disputes ~~with~~under the ~~acquisition~~Sutter ofSquare Agreement ~~the~~shall ~~minority~~be ~~owners’~~settled ~~interests~~by arbitration.

~~The~~In ~~Agreement~~the ~~contains~~event ~~standard~~of ~~representations,~~a ~~warranties,~~material ~~covenants~~breach ~~and~~by ~~conditions~~Sutter ~~for~~Square anLP, ~~agreement~~SGR’s ofsole ~~this~~remedies shall ~~nature,~~be ~~and~~either ~~contains additional~~to ~~provisions~~(i) terminate ~~typical~~the ofSutter ~~such~~Square ~~a transaction~~Agreement, ~~including~~in ~~without~~which ~~limitation~~case ~~the~~Sutter ~~use~~Square ofLP anshall ~~escrow~~reimburse ~~agent,~~SGR ~~provisions~~ for ~~title~~its ~~insurance,~~costs ~~allocation~~associated ofwith ~~closing~~Sutter ~~expenses~~Square, ~~and~~not ~~mutual~~to ~~releases.~~exceed ~~The~~$50,000; ~~risk~~or of(ii) waive ~~loss~~such onbreach ~~Western~~and ~~Place~~proceed ~~prior~~ to the ~~Closing~~Sutter Square ~~remains~~Closing. onAny ~~the~~breach ~~Trust.~~by ~~Disputes~~SGR ~~under~~of ~~the~~its ~~Agreement~~representations and warranties shall be ~~settled~~limited byto ~~arbitration~~$500,000 ~~and/or~~in ~~mediation~~the aggregate.

~~The~~In ~~Closing~~the isevent ~~anticipated~~of toa ~~occur~~default onby orSutter ~~about~~Square ~~May 15~~LP, ~~2012~~other than a breach of its representations and warranties, ~~but~~SGR’s ~~may~~sole remedies shall be ~~extended~~either byto up(i) terminate the Sutter Square Agreement, in which case the Deposit shall be returned to 60SGR ~~days~~and SGR shall collect damages not to exceed $100,000; or (ii) treat the Sutter Square Agreement in force and bring an action for specific performance.

The Sutter Square Closing is not subject to approval by the holders of units of beneficial interest of the Trust. The sale and purchase of ~~Western~~Sutter ~~Place~~Square is a related party transaction. ~~Todd~~since ~~A. Mikles~~SGR, ~~the~~NNNRI (defined ~~President~~below) ofand ~~ARPT,~~we are under common control. SGR is ~~also~~managed ~~Chairman~~by Sovereign Realty REIT, ~~Chief~~LP ~~Executive~~(“SR ~~Officer~~REIT”). ~~and~~The ~~the~~General ~~controlling shareholder~~Partner of ~~Sovereign~~SR ~~Capital~~REIT ~~Management~~is ~~Group~~Sovereign Growth REIT, Inc. (“~~Sovereign~~SG REIT”). ~~Sovereign~~The ~~and~~Manager ~~Infinity~~of ~~Urban~~SG ~~Century~~REIT is Sovereign Capital Advisors, LLC (“~~IUC~~Sovereign Advisors”) ~~control~~and Todd A. Mikles is the Chief Executive Officer of Sovereign Advisors. Mr. Mikles is also Chairman and Chief Executive Officer of one entity and the sole member and manager of the other entity that owns IUC-SOV, LLC (“IUC-SOV”), which in turn is the owner of Daymark Realty Advisors, Inc. (“Daymark”), the parent company of ~~NNRI,~~NNN ~~our~~Realty ~~advisor. Additionally~~Investors, itLLC is(“NNNRI”), aour ~~condition to Closing that NNRI enter into an agreement to sell to ARPT another property that is not owned by the Trust~~advisor.

Prior to entering into the Sutter Square Agreement, the Trust ~~obtained~~did not obtain an independent appraisal of ~~Western~~Sutter ~~Place~~Square. Pursuant to a Summary Restricted Use Appraisal Report dated February 8, 2012, Western Place had an appraised value of $31,070,000 and the excess land appurtenant thereto had an appraised value of $480,000, for a total value of $31,550,000.

~~Item 2.01~~Congress ~~Completion~~Center ofSale ~~Acquisition or Disposition of Assets.~~

~~The~~NNN ~~Closing~~Congress Center, LLC (“NNNCC”), GREIT Congress Center, LLC (“Congress Center LLC”), and certain non-affiliated parties (the “Other Parties” and, collectively with ~~respect~~NNNCC and toCongress Center LLC, “the ~~sale~~Congress ofCenter ~~Western~~Sellers”), ~~Place~~as bysellers, and NW Congress Center Owner LLC (“NWCCO”), as purchaser, entered into a Purchase Agreement and Escrow Instructions made and effective as of October 19, 2012 (the ~~Trust~~“Congress Center Agreement”) with respect to ~~ARPT~~certain ~~occurred~~real onproperty ~~June 15~~located at 525 West Van Buren Street, ~~2012.~~Chicago, ~~The~~Illinois ~~terms~~and commonly known as Congress Center (“Congress Center”) and ~~conditions~~certain personal property associated therewith and relating thereto. Congress Center LLC is a wholly-owned subsidiary of G REIT Liquidating Trust (individually the ~~transaction~~“Trust” ~~are~~and ~~described~~together inwith ~~Item 1.01~~Congress ~~hereinabove.~~Center LLC sometimes collectively referred to herein as the “Company”, “we”, “us” or “our”.

The Trust received $20,000,000 in cash and 1,200,000 ARPT Shares at the Closing. Certain rights with respect to, and other terms and conditions of, the ARPT Shares are described in Item 1.01 hereinabove.

AsWe ~~described~~have ina ~~Item 1.01~~30% ~~hereinabove,~~undivided ~~the~~tenant-in-common ~~sale~~(“TIC”) ~~and~~interest ~~purchase~~in ofCongress ~~Western~~Center, NNNCC ~~Place~~has is a ~~related~~ ~~party transaction~~28.9% ~~Todd~~undivided A.TIC ~~Mikles,~~interest in Congress Center and the ~~President~~Other ofParties ~~ARPT,~~own isa ~~also~~12.1% ~~Chairman,~~interest ~~Chief~~in ~~Executive~~Congress ~~Officer~~Center. ~~and~~NNNCC ~~the~~is ~~controlling~~under ~~shareholder~~common ofcontrol ~~Sovereign~~with us. ~~Sovereign~~Congress ~~and~~Center ~~IUC~~represented ~~control~~approximately ~~IUC-SOV,~~10% ~~which~~of isour ~~the~~assets ~~owner~~and 77% of ~~Daymark,~~our ~~the~~rents ~~parent~~as ~~company~~of the date of ~~NNRI,~~ the ~~Trust’s~~Congress ~~advisor~~Center Agreement.

The ~~Trust~~Congress ~~determined~~Center ~~that~~Agreement ~~the~~provides ~~fair~~for ~~market~~the ~~value~~sale ofby the ~~Property~~Congress ~~was~~Center ~~$32,000,000, based upon~~Sellers ~~internal~~of ~~valuation~~their ~~and~~TIC ~~the~~interests ~~above-mentioned~~representing ~~appraisal~~a 71.0% ~~Based~~ownership ~~upon~~interest ~~the~~in ~~amount~~Congress ofCenter ~~new financing available~~ to ~~ARPT~~NWCCO, itand ~~was~~the ~~determined~~assumption ~~that~~by ~~consideration~~NWCCO ~~for~~of the ~~purchase~~outstanding ~~would~~loan beon aCongress ~~combination~~Center of(the ~~cash~~“Loan”), ~~and ARPT Shares. Allowing~~ for ~~sufficient~~$67,453,800 ~~additional~~ in cash, subject to ~~pay~~adjustment ~~associated~~for ~~transaction~~prorations of fees, costs and ~~other property obligations~~taxes, ~~$20,000,000~~and ofother ~~a new $24~~adjustments,~~000,000~~ ~~loan~~as ~~obtained~~provided ~~by ARPT (described~~ in the ~~following~~Congress ~~paragraph)~~Center ~~was~~Agreement. ~~used~~If asany ~~the~~items ~~cash~~to ~~component~~be ofadjusted ~~the~~are ~~total~~not ~~consideration~~determinable ~~paid~~at to the ~~Trust.~~closing ~~The remaining $12,000,000~~ of the ~~purchase~~transaction ~~price was paid in~~ (the ~~form~~“Congress ofCenter 1Closing”),~~200,000~~ ~~ARPT~~such ~~Shares,~~items ~~valued~~shall atbe ~~$10.00~~adjusted subsequent ~~per~~to ~~share.~~the ~~The~~Congress ~~per~~Center ~~share~~Closing ~~price~~but ofwithin ~~ARPT~~30 ~~Shares~~days ~~was~~following ~~established by~~ the ~~Board~~final determination of ~~Directors~~2012 oftaxes ~~ARPT,~~and inassessments ~~consultation~~for ~~with~~Congress ~~its~~Center. ~~advisors~~Additionally, ~~by dividing~~at the ~~total~~Congress ~~net~~Center ~~equity~~Closing, ~~in ARPT after~~ the ~~purchase~~Congress ofCenter ~~Western~~Sellers ~~Place~~shall byprovide ~~the~~NWCCO ~~total~~credits for ~~number~~certain ofleasing ~~issued~~costs and ~~outstanding~~security ~~ARPT~~deposits, ~~shares~~as ~~after~~provided in the ~~Closing~~Congress Center Agreement.

InCertain ~~connection~~other ~~with this transaction~~non-affiliated parties, ~~ARPT~~representing ~~acquired~~the aremaining ~~new~~29.0% ~~loan~~ownership interest in the ~~principal amount of $24~~property,~~000.000~~ ~~from~~who anare ~~unaffiliated~~not ~~third~~parties ~~party~~to ~~financial~~the ~~institution.~~Congress ~~The~~Center ~~loan is a five-year commercial mortgage-backed security loan~~Agreement, ~~bearing~~will ancontribute ~~interest~~their ~~rate~~TIC ofinterests ~~4.95% per~~to ~~annum.~~American OfRecovery ~~the~~Property ~~total principal amount of the loan~~OP, ~~$20,000,000~~LP ~~was~~(“ARP”) ~~paid~~prior to the ~~Trust~~Congress Center asClosing, ~~cash~~in ~~consideration~~exchange for ~~the~~a ~~purchase~~minority ~~and~~interest ~~the~~in ~~remaining~~ARP. ~~$4,000,000~~ARP ~~was~~will ~~utilized~~sell tothose ~~satisfy transaction~~contributed ~~costs,~~TIC ~~closing~~interests ~~costs,~~to ~~and~~NWCCO ~~holdbacks~~in ~~required~~exchange ~~by the new lender~~ for ~~items~~a ~~such~~4.9% asinterest ~~tenant~~in ~~improvement obligations, reserves and taxes~~NWCCO.

InThe ~~addition,~~Congress ~~American~~Center ~~Recovery~~Sellers ~~Property~~are ~~Advisors,~~responsible ~~LLC (“Advisor”), the advisor~~ to ~~ARPT~~pay ina ~~the~~loan ~~transaction,~~exit ~~earned~~fee ~~fees in~~ (the ~~amount~~“Loan ofExit $1Fee”),~~152,000,~~ ~~payable~~which bywill ~~ARPT.~~be ~~Advisor~~settled isas ana ~~affiliate~~credit ~~of ARPT,~~to ~~in that both entities are under~~ the ~~common~~purchase ~~control of Todd A~~price. ~~Mikles. ARPT is also an affiliate of the Trust, as described in Item 1.01 hereinabove.~~

Among the other conditions to the Congress Center Closing under the Congress Center Agreement, the Operating Agreement of NWCCO shall be executed by the parties thereto, which Operating Agreement shall provide for the following:

•

the contribution by ARP of its undivided interests in Congress Center and its right, title and interest in and to all personal property and intangible property related thereto, including the TIC interests contributed by the Other Parties, to NWCCO;

•

the execution by NWCCO, as borrower, and ARP, as guarantor, of documents modifying the terms of the Loan, in form and content acceptable to NWCCO; and

•

termination of the TIC ownership of Congress Center.

If the Congress Center Closing fails to occur due to NWCCO’s default, the Congress Center Sellers have agreed to accept the sum of $5,000 as liquidated damages, in which event the Congress Center Sellers will be released from selling Congress Center to NWCCO.

The Congress Center Agreement contains standard representations, warranties, covenants and conditions for an agreement of this nature, and contains additional provisions typical of such a transaction, including without limitation the use of an escrow agent, provisions for title insurance, allocation of closing expenses and mutual releases, and the entering into of a bill of sale. The parties have submitted to binding arbitration of disputes under the Congress Center Agreement. The risk of loss on Congress Center prior to the Congress Center Closing remains on the Congress Center Sellers.

The Congress Center Closing is not subject to approval by the holders of units of beneficial interest of the Company. The Congress Center Sellers have granted Todd A. Mikles a power of attorney to execute the closing statement with respect to Congress Center and Daymark Properties Realty, Inc. (“Daymark Properties”), the manager of Congress Center, is authorized to execute certain documents to be delivered at the Congress Center Closing.

Mr. Mikles is also Chairman and Chief Executive Officer of one entity and the sole member and manager of the other entity that owns IUC-SOV, LLC (“IUC-SOV”), which in turn is the owner of Daymark Realty Advisors, Inc. (“Daymark”), the parent company of NNN Realty Investors, LLC (“NNNRI”), our advisor. Daymark Properties is a wholly-owned subsidiary of Daymark.

Prior to entering into the Agreement, Daymark obtained an independent appraisal of Congress Center. Pursuant to an Appraisal of Real Property – Congress Office Building dated March 29, 2012 (the “Appraisal Report”), Congress Center had a market value “as is” of $95,000,000.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Sutter Square Sale

The Sutter Square Closing with respect to the sale of Sutter Square by Seller occurred on December 28, 2012. Certain terms and conditions of the transaction are described in Item 1.01 hereinabove. Prior to the Sutter Square Closing, on December 19, 2012, SGR assigned its rights in and to the Sutter Square Agreement to Chequers-Sutter Square LLC (“Chequers-Sutter”), an affiliate of SGR. Todd A. Mikles is the President, CEO and sole shareholder of the entity that is a 50% member of Chequers Equity, LLC, which in turn is the sole member of Chequers-Sutter.

We received $2,364,137 net proceeds in cash at the Sutter Square Closing.

The Trust determined that the fair market value of Sutter Square was approximately the contracted-for purchase price, based upon internal valuation, general knowledge of the commercial real estate market and the fact that Sutter Square has been on and off the market for an extended period of time without another qualified purchaser. The Trust did not obtain an independent appraisal of Sutter Square.

In connection with the transaction, Daymark earned a Manager Disposition Fee in the amount of $75,000.

Congress Center Sale

The Congress Center Closing with respect to the sale of Congress Center by the Sellers, including the Company, to NWCCO occurred on October 23, 2012. The terms and conditions of the transaction are described in Item 1.01 hereinabove.

We received $1,765,863 in cash in connection with the sale of Congress Center. The Congress Center Sellers paid a Loan Exit Fee in the aggregate amount of $557,698, of which our pro rata amount was $167,309, which amount was settled as a credit to the purchase price.

We determined that the fair market value of Congress Center was approximately the contracted-for purchase price based upon internal valuation and the Appraisal Report.

Todd A. Mikles is the sole member of the entity that is the minority owner of a trust and a director of that trust, which in turn is the general partner of ARP. We own the majority of that trust. Mr. Mikles is the President of ARP. As described in Item 1.01 above, Mr. Mikles also indirectly controls NNNRI, our advisor, and Daymark Properties, which was authorized to execute certain documents to be delivered at the Congress Center Closing.

With the completion of the disposition of Sutter Square and Congress Center, we have no more property interests and our only significant assets are cash and certain securities we obtained in connection with the sale of certain real property located 6000-61000 Western Place, Fort Worth, Texas, which sale was completed on June 15, 2012. It is our present intention to seek a purchaser for the securities we hold, distribute the net cash proceeds from such a sale, together with other cash available for liquidating distributions, to our trust beneficiaries, and dissolve the Trust.

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 our interests in the ~~Western~~Congress ~~Place~~Center ~~property~~and Sutter Square properties 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~~dispositions of our interests in the ~~Western~~Congress ~~Place~~Center ~~property~~and Sutter Square properties 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~~dispositions of our interests in the ~~Western~~Congress ~~Place~~Center ~~property~~and Sutter Square properties 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~~dispositions 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~~Sale of Congress			Sale of Sutter			Company
	Historical (A)		~~Property~~Adjustments (B)			~~Pro~~Center ~~Forma~~Property (C)			Square Property (C)			Pro Forma
ASSETS
Real estate investments:
Real estate held for sale	$	27,292,000	$	(24,442,000	)	$	~~2,850,000~~—		$	(2,850,000	)	$	—
Investment in unconsolidated real estate		2,040,000		—			(2,040,000	)		—			—
		29,332,000		(24,442,000	)		4(2,~~890~~040,000	)		(2,850,000	)		—
Cash		4,441,000		17,671,000			221,~~112~~766,000			2,364,000			26,242,000
Accounts receivable, net		404,000		(362,000	)		~~42,000~~—			(42,000	)		—
Related party receivables		4,770,000		(4,770,000	)		—			—			—
Investments in securities		—		12,000,000			~~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~~97,000			39(274,~~423,~~000	)		(528,000	)		38,242,000
LIABILITIES
Accounts payable and accrued liabilities		756,000		(695,000	)		~~61,000~~—			(61,000	)		—
Related party payables		62,000		(62,000	)		—			—			—
Security deposits and prepaid rent		402,000		(377,000	)		~~25,000~~—			(25,000	)		—
Liability for estimated costs in excess of estimated receipts during liquidation		438,000		(~~438~~817,000	)		—913,000			56,000			590,000
Total liabilities		1,658,000		(1,~~572~~951,000	)		86913,000			(30,000	)		590,000
Commitments and contingencies		—		—			—			—			—
Net assets in liquidation	$	37,289,000	$	2,048,000		$	39(1,~~337~~187,000	(D)	$	(498,000	)	$	37,652,000	(E)

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~~Sale of Congress			Sale of Sutter			Company
	Historical (A)			~~Property~~Adjustments (CB)			~~Pro~~Center ~~Forma~~Property (D)			Square Property (D)			Pro Forma
Net assets in liquidation, beginning of year	$	37,759,000		$	5,446,000		$	43(4,~~205~~017,000	)	$	(1,598,000	)	$	37,590,000
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	)
Operating (income) expense		(3,055,000	)		2,922,000			—			410,000			277,000
Payments of liquidation costs and other amounts		2,865,000			(2,537,000	)		~~328,000~~—			(53,000	)		275,000
Change in estimated receipts (costs) in excess of estimated costs (receipts) during liquidation		(1,601,000	)		96,000			(1,~~505~~419,000	)		213,000			127,000
Change to asset (liability) for estimated costs in excess of estimated receipts during liquidation		(1,791,000	)		481,000			(1,~~310~~419,000	)		570,000			679,000
Change in fair value of assets and liabilities:
Change in fair value of real estate investments		1,131,000			(2,682,000	)		(1186,~~551,~~000	)		1,365,000			—
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~~—	)		(357,000	)		(552,000	)
Net increase in fair value		1,321,000			(3,067,000	)		(1186,~~746,~~000	)		1,008,000			(552,000	)
Change in net assets in liquidation		(470,000	)		(2,586,000	)		(31,~~056~~605,000	)		1,578,000			127,000
Net assets in liquidation, end of year	$	37,289,000		$	2,860,000		$	40(2,~~149~~412,000	(D)	$	(20,000	)	$	37,717,000	(E)

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~~Includes ~~have~~adjustments ~~been made~~ for the sale of the Western Place property ~~and,~~on ~~therefore~~June 15, ~~our~~2012. ~~real~~The ~~estate held for~~ sale ~~would have been decreased by~~ of the ~~amount related to the~~ Western Place property. ~~Also,~~was ~~our~~previously ~~cash~~reported ~~balance~~on ~~would~~our ~~have~~Form ~~increased by the pro forma amount of net proceeds received upon sale of $20,000,000, less the pro forma amount of property~~8-~~level~~K ~~cash~~filed ~~reserves~~on ~~surrendered, as well as the receipt of securities valued at $12,000,000.~~June ~~Additionally~~29, ~~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~~2012. ~~Other adjustments to our assets and liabilities have also been made to reflect this disposition.~~

(C) ~~These adjustments~~Adjustments have been made to reflect the sales ~~elimination~~ of ~~the~~our ~~changes~~interests in ~~net~~the ~~assets~~Congress Center and Sutter Square properties and, therefore, our investment in ~~liquidation~~unconsolidated ~~attributable~~real estate and real estate held for sale has been reduced to ~~the~~zero, ~~Western~~as ~~Place~~these two properties represented our only remaining property interests. Also, asour ifcash balance has been increased by the ~~disposition~~pro ~~occurred~~forma onamount ~~December~~of 31net proceeds received upon sale of $1,766,000 ~~2010~~for Congress Center and $2,364,000 for Sutter Square. Adjustments to our estimated receipts and estimated costs during liquidation, as well as other assets and liabilities, have also been made to reflect these dispositions.

(D) ~~The~~Adjustments ~~unaudited~~have been ~~pro~~made ~~forma~~to ~~condensed~~eliminate ~~consolidated~~the ~~statement~~changes ofin net assets asin ofliquidation ~~December~~attributable ~~31,~~to ~~2011 is presented as if~~ the ~~disposition~~Congress ofCenter ~~the~~and ~~Western~~Sutter ~~Place~~Square ~~property had occurred on December 31~~properties, ~~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~~dispositions ~~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.~~

8(E) The unaudited pro forma condensed consolidated statement of net assets as of December 31, 2011 is presented as if the dispositions of our interests in the Congress Center and Sutter Square properties 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 dispositions of our interests in the Congress Center and Sutter Square properties had occurred on December 31, 2010. As a result, there is a difference in the pro forma net assets in liquidation as of December 31, 2011 between these two statements.

(d)

Exhibits

10.1 Agreement offor Purchase and Sale byof Real Property and ~~between~~Escrow GInstructions ~~REIT~~dated ~~Western~~as ~~Place~~of October 3, LP2012, asbetween ~~Seller~~GREIT-Sutter Square, ~~and~~LP, ~~The~~as ~~American~~seller; ~~Recovery~~G ~~Property~~REIT Liquidating Trust, ~~Inc.,~~ as ~~Purchaser,~~guarantor; ~~dated~~and asSGR ofSutter ~~April~~Square, 27LLC, ~~2012~~as purchaser

10.2 ~~Securities~~First ~~Matters~~Amendment to Agreement ~~made~~for Purchase and ~~entered~~Sale ~~into~~of asReal ofProperty ~~June~~and 15Escrow Instructions dated November 19, 2012, bybetween ~~and~~GREIT-Sutter ~~between~~Square, LP, as seller; G REIT~~—Western~~ ~~Place~~Liquidating Trust, LPas guarantor; and ~~The~~SGR ~~American~~Sutter ~~Recovery~~Square, ~~Property Trust~~LLC, ~~Inc.~~as purchaser

10.3 ~~Special~~Second ~~Warranty~~Amendment ~~Deed~~to ~~executed~~Agreement ~~June~~for 12Purchase and Sale of Real Property and Escrow Instructions dated December 21, 2012, bybetween GREIT-Sutter Square, LP, as seller; G REIT~~—Western~~ ~~Place~~Liquidating Trust, LPas guarantor; and SGR Sutter Square, LLC, as ~~Grantor~~purchaser

10.4 ~~Assignment~~Special ~~and~~Warranty ~~Assumption~~Deed ~~Agreement~~executed ~~made~~October ~~and entered into as of June 15~~18, 2012 by ~~and~~GREIT-Sutter ~~between G REIT—Western Place~~Square, LP ~~and The American Recovery Property Trust, Inc.~~

910.5 Assignment and Assumption Agreement made as of December 28, 2012 by and between GREIT-Sutter Square, LP and Chequers-Sutter Square, LLC

10.6	Purchase Agreement and Escrow Instructions by and between certain parties listed in Schedule I, as Sellers, and NW Congress Center Owner LLC, made and effective as of October 19, 2012

10.7	Special Warranty Deed made as of October 19, 2012 (attached as Exhibit B to Exhibit 10.5)

10.8	Termination of Tenant in Common Agreement dated as of October 19, 2012

10.9	Termination of Amended and Restated Tenant in Common Agreement dated as of October 19, 2012 (attached as Exhibit D to Exhibit 10.5)

10.10

Bill of Sale and General Assignment entered into as of October 19, 2012 (attached as Exhibit E to Exhibit 10.5)

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.

1012

June 29, 2012

G REIT LIQUIDATING TRUST

March 11, 2013

G REIT LIQUIDATING TRUST

/s/ Gary T. Wescombe

Gary T. Wescombe Chairman of the Trustees

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