UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) ~~OF THE~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~August 3029, 2013

O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

333-170173

27-3648243

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

3 San Joaquin Plaza, Suite 160

~~New~~Newport ~~Port~~ Beach, California 92660

(Address of principal executive offices)

(949) 718-9898

(Registrant’s telephone number, including area code)

N/A

(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 52.0201 ~~Departure~~Completion of ~~Directors~~Acquisition or ~~Certain~~Disposition ~~Officers, Election~~ of ~~Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers~~Assets.

~~(b)~~On ~~Christopher~~August 29, S.2013, O’Donnell ~~Cameron~~Strategic ~~resigned~~Industrial ~~from~~REIT, ~~his~~Inc. ~~position~~(the as“Company”), ~~Chief~~through ~~Financial~~OD ~~Officer~~Flowers Tampa, ~~Treasurer~~LLC, ~~and~~a ~~Secretary~~wholly owned subsidiary of O’Donnell Strategic Industrial REIT Operating Partnership, ~~Inc.~~LP, the Company’s operating partnership, completed the disposition of 100% of the interest in a 12,160 square foot build-to-suit industrial facility, located in Tampa, Florida (the “~~Company~~Florida Property”), ~~effective~~for asa sale price of ~~May 31~~$1,800,000, ~~2013~~less closing costs. The purchaser of the Florida Property, BRPROP FL TAMPA 1930, LLC, is not affiliated with the Company, O’Donnell Strategic Industrial Advisors, LLC, the Company’s advisor, or its respective affiliates.

~~(c)~~Item On2.04 ~~May 30,~~Triggering ~~2013,~~Events ~~the~~That ~~board~~Accelerate ofor ~~directors of~~Increase ~~the~~a ~~Company~~Direct ~~appointed~~Financial ~~Douglas~~Obligation D.or ~~O’Donnell~~an asObligation ~~Chief~~under ~~Financial~~an ~~Officer,~~Off-Balance ~~Treasurer~~Sheet ~~and Secretary of the Company~~Arrangement.

~~The information~~In ~~regarding~~connection ~~Mr. O’Donnell~~with ~~that~~the isdisposition ~~required~~of bythe ~~Item 401(b)~~Florida Property, ~~(d) and~~the ~~(e) of~~Company ~~Regulation~~repaid ~~S-K~~the ~~was~~outstanding ~~disclosed~~principal inand ~~the~~interest ~~Company’s~~on ~~proxy~~the ~~statement~~Florida ~~filed~~Property to ~~with~~USAMERIBANK in the ~~Securities~~aggregate ~~and~~amount ~~Exchange~~of ~~Commission on April 29~~$1, ~~2013~~027, ~~and~~555 is(the ~~incorporated~~“Florida ~~herein by reference~~Loan”).

The information regarding transactions or proposed transactions between the Company and Mr. O’Donnell that is required by Item 404(a) of Regulation S-K was disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on April 29, 2013, and is incorporated herein by reference.

There are no arrangements or understandings between Mr. O’Donnell and any other persons pursuant to which Mr. O’Donnell was appointed as Chief Financial Officer of the Company.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its 2013 Annual Meeting of Stockholders on May 30, 2013. All nominees standing for election as directors were elected to serve until the 2014 Annual Meeting of Stockholders and until their successors are duly elected and qualify.

The voting results for each of the seven persons nominated were as follows:

Nominee	Votes For	Votes Withheld
Douglas D. O’Donnell	237,742	0
John D. O’Donnell	237,742	0
Arthur J. Hill	237,742	0
John R. Houten	237,742	0
Aria Mehrabi	237,742	0
Gary Pickett	237,742	0
John L. Privett	237,742	0

No broker non-votes were cast in the election of directors.

The Company also held a vote to amend the Company’s charter. The voting results in favor of amending the charter were as follows:

Amending the Charter received 237,742 votes for and no votes withheld.

No other proposals were submitted to a vote of the Company’s stockholders at the 2013 Annual Meeting of Stockholders.

Item 8.01

Other Events.

~~The Company~~Litigation ~~filed~~Against aSC ~~Registration~~Distributors, ~~Statement~~LLC ~~on Form S-11 (Commission File No. 333-170173) (the “Registration Statement”) which was declared effective by the Securities~~ and ~~Exchange~~its ~~Commission~~Affiliates ~~on August 15, 2011, pursuant to which the Registrant registered 110,526,316 shares of common stock.~~

~~The~~As previously disclosed, the Company terminated the offering of ~~the~~ shares covered by ~~the~~its Registration Statement on Form S-11 (Commission File No. 333-170173) (the “Registration Statement”) effective as of the close of business on May 30, 2013 and ~~deregistered~~de-registered the remaining ~~110,286,203~~ shares which were previously registered under the Registration Statement and remained unsold as of the close of business May 30, 2013.

On June 26, 2013, the Company, its sponsor O’Donnell REIT Advisor, LLC, and its advisor O’Donnell Strategic Industrial Advisors, LLC filed a complaint in the Superior Court of California, County of Orange, case number 30-2013-00658547-CU-BC-CJC, against the Company’s former dealer manager SC Distributors, LLC, Strategic Capital Advisory Services, LLC, and two principals of SC Distributors and Strategic Capital Advisory Services (collectively, the “Defendants”). The complaint states causes of action for breach of contract, fraud, breach of fiduciary duty, and declaratory relief, and seeks monetary damages and declaratory relief. Defendants dispute the allegations in the complaint. Defendants filed a motion to compel arbitration on August 26, 2013. The Company has filed an opposition to the motion to compel arbitration. The court has not yet ruled on the motion to compel arbitration.

At present time, the Company is unable to provide an evaluation of the likelihood of a favorable or an unfavorable outcome of the lawsuit, or the amount or range of potential recovery by the Company, if any, based on the lawsuit.

This report contains forward-looking statements within the meaning of federal securities laws. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this report and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this report. Additional factors that may affect the business or financial results of the Company are described in the risk factors included in the Company’s filings with the SEC, including the Company’s most recent Annual Report on Form 10-K, which was filed with the SEC on April 1, 2013, and later filed quarterly reports on Form 10-Q and Current Reports on Form 8-K, which factors are incorporated herein by reference. The Company expressly disclaims a duty to provide updates to forward-looking statements, whether as a result of new information, future events or other occurrences.

SIGNATURE

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.

	O’Donnell Strategic Industrial REIT, Inc.
Date: May 31, 2013	By:	/s/ Douglas D. O’Donnell
	By:	/s/ Douglas D. O’Donnell
		Name: Douglas D. O’Donnell
Date: October 15, 2013	Name:	Douglas D. O’Donnell
		Title: Chief Executive Officer and President
	Title:	Chief Executive Officer

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