SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) ~~February~~April 1330, 2018

WINTHROP REALTY LIQUIDATING TRUST

(Exact Name of Registrant as Specified in Its Charter)

	Ohio
(State or Other Jurisdiction of Incorporation)

001-06249		34-6513657
(Commission File Number)		(I.R.S. Employer Identification No.)

7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts		02114
(Address of Principal Executive Offices)		(Zip Code)

	(617) 570-4614
(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 obligations 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))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate~~Item by2.01 ~~check~~Completion ~~mark whether the registrant is an emerging growth company as defined in Rule 405~~ of ~~the~~Acquisition ~~Securities Act of 1933 (17 CFR §230.405)~~ or ~~Rule~~Disposition ~~12b-2~~ of ~~the Securities Exchange Act of 1934 (17 CFR §240.12b-2).~~Assets

~~Emerging~~On ~~Growth~~April ~~Company ☐~~30, 2018, 701 Seventh Property Owner LLC and 701 Sign LLC (collectively, the “Sellers”), entities in which Winthrop Realty Liquidating Trust (the “Trust”) holds an indirect preferred membership interest, and which owned the property located at 701 Seventh Avenue, New York, New York (the “Property”), consummated a transaction pursuant to which an affiliate of an existing indirect member of the Sellers (the “Purchaser”) now holds a 100% ownership interest in the Property. The purchase price paid by the Purchaser was based on a gross value of the Property of $1.53 billion. After satisfying the existing debt and closing costs, the Trust received an initial distribution from the sale proceeds of approximately $200.0 million from the sale.

IfIn anaddition ~~emerging~~to ~~growth~~the cash ~~company~~portion of the purchase price, ~~indicate~~the Sellers were paid a portion of the purchase price by ~~check~~way ~~mark if~~of $75.0 million promissory note (the ~~registrant~~“Purchase Money Note”) and has ~~elected~~entered ~~not~~into arrangements pursuant to ~~use~~which it expects the ~~extended~~Purchase ~~transition~~Money ~~period~~Note to ~~for~~be ~~complying~~purchased ~~with~~from ~~any~~it ~~new~~by orAugust ~~revised~~30, ~~financial~~2018, ~~accounting~~subject to two one-month extensions. In addition the Sellers deposited approximately ~~standards~~$63.7 ~~provided~~million ~~pursuant~~of net proceeds in escrow to ~~Section~~fund 13the completion of the property and certain other costs. As funds are paid on account of the Purchase Money Note and are released from escrow (a)which will be released in phases following substantial completion of the Property), ~~Exchange~~the ~~Act~~Trust will receive its proportionate share of such funds through future distributions from the Sellers. ☐

~~Item~~The ~~1.01~~Sellers ~~Entry~~also entered into a ~~Material~~Development ~~Definitive~~Services Agreement pursuant to which the Sellers agreed to complete the construction of the Property for the benefit of the purchaser.

OnItem February 13, 2018, 701 Seventh Property Owner LLC and 701 Sign LLC (the “Sellers”), entities in which Winthrop Realty Liquidating Trust (the “Trust”) holds an indirect preferred membership interest, entered into a purchase and sale agreement with 20 TSQ Owner Mezz LLC, an affiliate of a current indirect member of the Sellers, to sell the property located at 701 Seventh Avenue, New York, New York (the “Property”) for a gross sales price of $18.~~53 billion~~01. ~~The~~Other closing is scheduled to close no later than April 30, 2018 and is not subject to any termination rights on the part of purchaser other than a breach by Sellers of their obligations under the purchase and sale agreement. The purchase and sale agreement provides that upon closing, a portion of the proceeds in excess of the amount that would return to the Trust its capital investment plus a 12% return thereon is to be placed in escrow pending completion of the development of the Property. The purchase price for the Property is expected to provide net proceeds distributable to the Trust consistent with the Trust’s last reported estimated net assets in liquidation.Events

~~The~~As ~~Sellers~~a ~~also agreed~~result ~~that upon closing~~ of the sale of the Property, tothe ~~enter~~Trust’s ~~into~~trustees have approved a ~~Development~~liquidating ~~Services~~distribution ~~Agreement~~of ~~pursuant~~$5.15 toper ~~which~~common ~~the~~beneficial ~~Sellers~~interest ~~would~~in ~~complete~~ the ~~construction~~Trust payable in cash on May 8, 2018 to beneficial owners of ~~the~~record ~~Property~~on May 1, 2018. The Trust estimates that for ~~the~~2018 ~~benefit~~effectively connected income (a portion of ~~the~~which ~~purchaser~~will be ordinary income and a portion will be capital gains) will be approximately $0.91 per share.

On April 30, 2018, the Trust issued a press release with respect to the transactions described in Item 2.01 and announcing the distribution described in this Item 8.01. A copy of the Press Release is furnished as Exhibit 99.1 to this Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

99.1

Press Release dated April 30, 2018.

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 on this ~~20th~~2nd day of ~~February~~May, 2018.

	WINTHROP REALTY LIQUIDATING TRUST


	By:	/s/ Michael L. Ashner
		Michael L. Ashner
		Trustee

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