UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orof 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of ~~the~~ earliest event reported): ~~May~~June 188, 2015

W2007 ~~GRACE~~Grace ~~ACQUISITION~~Acquisition I, ~~INC~~Inc.

(Exact Name of Registrant as Specified in ~~Its~~ Charter)

Tennessee	001-12073	26-1187149
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

6011 Connection Drive Irving, TX		75039
(Address of Principal Executive Offices)		(Zip Code)

6011 Connection Drive

~~Registrant’s telephone number~~Irving, ~~including~~TX ~~area~~75039 ~~code: 972-368-2200~~

~~Not~~(Address, ~~Applicable~~including zip code, of Principal Executive Offices)

~~Former Name~~Registrant’s ortelephone ~~Former Address~~number, ifincluding ~~Changed~~area ~~Since~~code: ~~Last~~(972) 368-2200 ~~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~~Introductory ~~7.01~~Note ~~Regulation FD Disclosure.~~

OnThis ~~May 18,~~information ~~2015,~~is ~~W2007~~being ~~Grace~~filed ~~Acquisition~~under I,Item ~~Inc~~8.01 ~~(the~~rather ~~Company)~~than ~~caused~~Item ~~to be~~7.01 ~~commenced~~because the ~~mailing~~Company ofintends ~~a proxy statement in connection with a special meeting of stockholders scheduled~~ for ~~July 14,~~it ~~2015~~to ~~at which stockholders will~~ be ~~asked~~incorporated tointo ~~approve~~ the ~~Agreement~~Company’s ~~and Plan of Merger by and among W2007 Grace II, LLC,~~proxy ~~W2007 Grace Acquisition II~~statement, ~~Inc.,~~dated ~~and,~~May ~~solely for the purposes of certain payment obligations thereunder~~14, ~~PFD Holdings LLC, Whitehall Parallel Global Real Estate Limited Partnership 2007 and W2007 Finance Sub, LLC~~2015. ~~The proxy statement is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.~~

~~-2-~~Item 8.01. Other Events.

On March 25, 2015, subsidiaries of W2007 Senior Mezz, LLC (Senior Mezz) entered into a contract to sell its 10 remaining hotels (the Remaining Hotels) for a combined purchase price of $100 million. The contract for the sale of the Remaining Hotels was terminated by the purchasers on May 6, 2015. On June 8, 2015, Senior Mezz entered into an amendment to the terminated contract, which among other things, reinstated the contract for nine of the Remaining Hotels, amended the purchase price to $85 million and scheduled closing for July 23, 2015. There can be no assurance as to whether or when the transaction will close, as to the actual proceeds that will be realized if it does close or as to what the assets might ultimately sell for in an alternate transaction if the pending transaction does not close. Even if the transaction does close, there can be no assurance as to when a distribution from such sale proceeds will be received by W2007 Grace Acquisition I, Inc. (the Company). The Company has a 3% interest in Senior Mezz.

Upon completion of the sale of nine of the Remaining Hotels, the subsidiaries of Senior Mezz will own one Remaining Hotel. While the subsidiaries of Senior Mezz intend to sell the one Remaining Hotel not currently under contract to be sold, there can be no assurance as to whether or when that hotel will be sold, the form of consideration which may be received in respect of that hotel or whether the consideration which may be received in respect of that hotel will be greater or less than the purchase price allocated to that hotel in the terminated sale agreement. Even if a transaction for the one Remaining Hotel not currently under contract to be sold does occur, there can be no assurance as to when a distribution from such sale proceeds will be received by the Company.

SIGNATURES

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.

	W2007 Grace Acquisition I, Inc.
Date: May 18, 2015	By:	/s/ Gregory M. Fay
Date: June 9, 2015	By:	/s/ Gregory M. Fay
	Name:	Gregory M. Fay
	Title:	Chief Financial Officer, Vice President and Secretary

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EXHIBIT INDEX

ExhibitNumber		Description
99.1		Proxy Statement of W2007 Grace Acquisition I, Inc., dated as of May 14, 2015.

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Filing Compare · W2007 Grace Acquisition I Inc