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): ~~November 20, 2013~~

December 20, 2013

OSH 1 Liquidating Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-11679	95-4214109
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6450 Via Del Oro San Jose, CA		95119
(Address of Principal Executive Offices)		(Zip Code)

6450 Via Del Oro

San Jose, CA

95119

(Address of Principal Executive Offices)

(Zip Code)

(408) 281-3500

Registrant’s Telephone Number, Including Area Code

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(b))

¨	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 51.0203 ~~Departure~~Bankruptcy ~~of Directors~~ or ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Receivership.

~~Effective~~Confirmation as of ~~November 20,~~Plan 2013, Kevin R. Czinger and Susan L. Healy each resigned from their officer positions as Chief Executive Officer and President and as Chief Financial Officer and Secretary, respectively, with OSH 1 Liquidating Corporation (the “Company”), and Ms. Karen M. Rose resigned as a member of ~~the~~Liquidation ~~Company’s Board of Directors.~~

~~Following~~As ~~the~~previously ~~resignations~~announced, ~~described~~on ~~herein~~June 17, ~~and~~2013, ~~effective~~OSH ~~upon~~1 Liquidating Corporation (formerly Orchard Supply Hardware Stores Corporation) (the ~~resignations~~“Company”) and its subsidiaries, ~~Bradley~~OSH I.2 ~~Dietz~~Liquidating ~~was~~LLC ~~appointed~~(formerly asOrchard ~~the~~Supply ~~Chief~~Hardware ~~Executive~~LLC) ~~Officer~~and OSH 3 Liquidating LLC (formerly OSH Properties LLC) (collectively, ~~President~~the “Debtors”), ~~Chief~~filed ~~Financial~~voluntary petitions ~~Officer~~for ~~and~~relief ~~Secretary~~(the “Chapter 11 Petition”) under Chapter 11 of the ~~Company~~Bankruptcy ~~and~~Code ~~was~~in ~~also~~the ~~appointed~~United asStates aBankruptcy ~~member~~Court offor the ~~Company’s~~District ~~Board~~ of ~~Directors.~~Delaware ~~The~~(the ~~Board~~“Bankruptcy ~~appointed Mr~~Court”). On August ~~Dietz~~30, 2013, inas ~~consideration~~part of ~~his~~the ~~extensive~~Chapter ~~experience~~11 inPetition, ~~corporate~~the ~~finance~~Company ~~and~~completed ~~restructurings~~the sale of a majority of its assets to Orchard Supply Company, LLC, a Delaware limited liability company affiliated with Lowe’s Companies, Inc.

~~Mr.~~On December ~~Dietz~~20, 592103, ~~has~~the ~~served~~Bankruptcy ~~as chief~~Court ~~restructuring~~entered ~~officer,~~an ~~trustee~~order ~~and on~~ (the ~~boards~~“Confirmation ofOrder”) ~~directors~~confirming ofthe Debtors’ ~~various~~Modified ~~public~~First ~~and~~Amended ~~private~~Plan ~~companies.~~of HeLiquidation ~~was~~as ~~previously~~filed awith ~~Managing~~the ~~Director~~Bankruptcy ~~and~~Court ~~Partner~~on ~~of Peter J. Solomon Company from 2001-2010~~December 6, ~~where~~2013 ~~he led~~ (the ~~restructuring group~~“Plan”). ~~Previously,~~ ~~Mr. Dietz~~The ~~was~~effective adate ~~Managing Director~~ of ~~Citibank~~the ~~from~~Plan ~~1991-2000.~~(the He“Effective ~~also~~Date”) has ~~held~~yet ~~positions~~to atbe determined. ~~Bankers~~A ~~Trust~~copy ~~Company~~of ~~and~~the ~~Metromedia~~Plan, ~~Inc. Mr. Dietz serves~~ as ~~Chairman~~confirmed ofby the ~~Board~~Bankruptcy ~~of Orchard Brands and Contec~~Court, ~~Inc.,~~ and ~~serves on~~ the ~~boards~~Confirmation ofOrder ~~Stratus~~are ~~Technologies~~attached ~~Bermuda~~hereto ~~Holdings~~as ~~Ltd~~Exhibits 2.,1 ~~ACA~~and ~~Financial Guaranty~~2.2, ~~CEI~~respectively, ~~Inc.~~ and ~~Nationwide~~are ~~Argosy~~incorporated herein by reference.

InPURSUANT ~~connection~~TO ~~with Mr. Dietz~~THE TERMS OF THE PLAN, ALL OF THE COMPANY’sS ~~appointment~~EXISTING EQUITY INTERESTS, ~~the~~CONSISTING ~~Company~~OF ~~entered~~AUTHORIZED ~~into~~AND aOUTSTANDING ~~Services~~SHARES ~~Agreement~~OF SERIES ~~with~~A ~~Mr.~~PREFERRED STOCK, CLASS ~~Dietz~~A ~~providing~~COMMON ~~for~~STOCK, ~~compensation~~CLASS inB ~~the~~COMMON ~~amount~~STOCK ofAND ~~$12,500~~CLASS onC aCOMMON ~~monthly~~STOCK ~~basis~~WILL BE DEEMED CANCELLED UPON THE EFFECTIVE DATE.

~~SIGNATURE~~Summary of Plan

~~Pursuant~~The tofollowing ~~the~~is ~~requirements~~a summary of the ~~Securities~~material ~~Exchange~~terms ~~Act~~ of ~~1934~~the Plan, as ~~amended,~~confirmed by the ~~registrant~~Bankruptcy ~~has~~Court. ~~duly~~This ~~caused~~summary ~~this~~is ~~report~~qualified in its entirety by reference to bethe ~~signed~~Plan. ~~on its~~Capitalized ~~behalf~~terms byused but not defined herein shall have the ~~undersigned~~meanings ~~hereunto~~set ~~duly~~forth ~~authorized~~in the Plan.

The Plan provides for the appointment of a Responsible Person for the sole purpose of liquidating and distributing the remaining assets of the Debtors, and a GUC Trustee for the sole purpose of reconciling and distributing the GUC Trust Assets to the GUC Trust Beneficiaries. Neither the Responsible Person nor the GUC Trust will engage in any business activities other than winding down the remaining affairs of the Debtors.

Other than Administrative Expense Claims, Priority Tax Claims and Other Priority Claims, the claims and interests in the Debtors are divided into four classes. The Plan generally provides for payment in full, in cash, to holders of Class 2 Other Secured Claims. Holders of Class 3 General Unsecured Claims are entitled to receive a pro-rata portion of the GUC Trust Assets. Holders of Class 1 Senior Secured Term Loan Claims are entitled to receive a pro rata portion of any proceeds that remain after the payment and full satisfaction of Administrative Expense Claims, Priority Tax Claims, Claims in Class 2 and Claims in Class 3. Claims in Class 4 consist of the Company’s equity interests, which will receive no distribution and shall be deemed cancelled on the Effective Date.

Item 3.03

Material Modification to Rights of Security Holders.

Pursuant to the Plan, all equity interests in the Company (including outstanding shares of Series A Preferred, Class A Common Stock, Class B Common Stock, Class C Common Stock, options, warrants or contractual or other rights to acquire any equity interests of the Company) will be deemed cancelled on the Effective Date.

Following the Effective Date, the Company intends to file a Form 15 with the Securities and Exchange Commission to terminate and suspend the reporting requirements related to its Series A Preferred Stock and Class A Common Stock under the Securities Exchange Act of 1934, as amended.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit		Description

2.1		Modified First Amended Plan of Liquidation.

2.2		Confirmation Order.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: December 26, 2013	OSH 1 LIQUIDATING CORPORATION

	By:	/s/ Bradley I. Dietz
	Name:	Bradley I. Dietz
	Title:	Chief Executive Officer, President,
		Chief Financial Officer and Secretary

Date: November 22, 2013

OSH 1 LIQUIDATING CORPORATION

/s/ Bradley I. Dietz

Bradley I. Dietz

Chief Executive Officer, President, Chief Financial Officer and Secretary

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