UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 25, 2017

DC Industrial Liquidating Trust

(Exact name of registrant as specified in its charter)

Maryland

000-54372

47-7297235

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

518 Seventeenth Street, 17^th Floor

Denver, CO 80202

(Address of principal executive offices)

(303) 228-2200

(Registrant’s telephone number, including area code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02

Termination of a Material Definitive Agreement

On May 25, 2017, DC Industrial Liquidating Trust (the “Trust”) received a written termination notice from TA Realty, LLC (the “Buyer”) terminating, in accordance with its terms, the previously disclosed Purchase and Sale Contract (the “Purchase Agreement”), dated April 28, 2017, by and among the Buyer, the Trust and a subsidiary of the Trust. The termination was effected pursuant to the Buyer’s right to terminate for any reason during the first 30 days after signing. The Purchase Agreement provided for the sale to the Buyer of the property commonly known as “Cajon Distribution Center,” an 830,750 square foot distribution warehouse located in San Bernardino, California, for approximately $65.2 million in cash, subject to adjustment for customary real estate prorations.

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.

DC INDUSTRIAL LIQUIDATING TRUST

June 1, 2017

/s/ THOMAS G. MCGONAGLE

Name: Thomas G. McGonagle

Title: Managing Director, Chief Financial Officer

DC Industrial Liquidating Trust 8-K