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): December 10, 2013
Date of Report (Date of earliest event reported): February 4, 2014
NTS REALTY HOLDINGS LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
		Delaware (State or other jurisdiction of incorporation)	001-32389 (Commission file number)	41-2111139 (IRS Employer Identification No.)
		600 North Hurstbourne Parkway Suite 300 Louisville, Kentucky 40222 (Address of principal executive offices)
		(502) 426-4800 (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 81.01. ~~Other~~ ~~Events~~Entry into a Definitive Material Agreement.

On ~~December~~February 114, ~~2013~~2014, NTS Realty Holdings Limited Partnership (the “Company”, “we”, “us” or “our”), ~~issued~~together awith ~~press~~the ~~release~~other todefendants ~~announce~~in itthe ~~has~~class ~~reached~~action anlawsuit ~~agreement~~described inbelow, ~~principle~~entered into a Stipulation and Agreement of Compromise, Settlement and Release (the “Settlement”) with the plaintiffs toin ~~settle~~ the ~~putative~~ class action ~~lawsuit~~(the ~~entitled~~“Kentucky ~~Dannis~~Action”) captioned, Stephen J. Dannis, et al. v. ~~Nichols,~~ J.D. Nichols, et al., Case No. 13-CI-00452, pending in Jefferson County Circuit Court of the Commonwealth of Kentucky (the “Court”) against the Company, NTS Realty Capital, Inc., our managing general partner (“Realty Capital”), each of the members of the board of directors of Realty Capital, NTS Realty Partners, LLC, and NTS Merger Parent, LLC (“Parent”) ~~and NTS Merger Sub, LLC (“Merger Sub”) in Jefferson County Circuit Court of the Commonwealth of Kentucky~~. ~~The~~On ~~proposed~~February ~~settlement~~5, ~~involves~~2014, ~~claims relating to~~ the ~~Company’s~~Court ~~previously~~signed ~~proposed~~an ~~merger~~order ~~with~~granting ~~Merger~~its ~~Sub~~preliminary ~~(the~~approval ~~“Merger”) pursuant to that certain Agreement and Plan~~ of ~~Merger among Parent, Merger Sub, Realty Capital and~~ the ~~Company (the “Merger Agreement”) dated December 27, 2012~~Settlement. ~~The~~Copies ~~special~~of ~~committee~~the ofSettlement ~~Realty~~and ~~Capital~~Court’s ~~board~~Preliminary ofApproval ~~directors~~Order ~~(the~~are ~~“Special~~attached ~~Committee”)~~hereto ~~previously~~as ~~terminated~~Exhibit ~~the~~10.1 ~~Merger~~and ~~Agreement~~Exhibit ~~on October 18~~99.1, ~~2013~~respectively.

~~The~~Subject ~~proposed~~to ~~litigation~~satisfaction ~~settlement~~of ~~was~~the ~~conditionally~~conditions ~~approved~~set byforth in the ~~Special~~Settlement, ~~Committee and~~ the ~~board~~Settlement ofprovides ~~directors~~for ofthe ~~Realty~~full ~~Capital~~and atcomplete ~~separate meetings held on December 10~~compromise, ~~2013. Under the proposed litigation~~ settlement, ~~Merger~~release ~~Sub would merge with~~ and ~~into~~dismissal of the ~~Company~~Kentucky ~~pursuant~~Action toas awell ~~merger~~as ~~agreement. If~~ the ~~merger~~class isaction ~~consummated,~~lawsuit ~~the~~pending ~~Company~~in ~~would continue as~~ the ~~surviving~~Delaware ~~entity,~~Court ~~and all~~ of ~~our~~Chancery ~~limited~~under ~~partnership~~the ~~units~~consolidated ~~(“Units”),~~case ~~other~~caption ~~than~~of ~~Units~~In ~~owned~~re byNTS ~~our~~Realty ~~founder~~Holdings ~~and~~Limited ~~the~~Partnership ~~Chairman~~Unitholders ~~of Realty Capital~~Litigation, JConsol.D C.A. ~~Nichols, the President and Chief Executive Officer of Realty Capital, Brian F~~No. ~~Lavin,~~8302-VCP ~~and certain of their affiliates~~ (~~collectively,~~ the “~~Purchasers~~Delaware Action”), ~~would be canceled~~ and ~~converted~~with ~~automatically into~~ the ~~right~~Kentucky ~~to receive a cash payment equal to $9.25 per Unit (less attorneys’ fees and expenses of plaintiffs’ counsel~~Action, ~~in an amount awarded by~~ the ~~Court, if any~~“Actions”).

~~The~~Under ~~proposed~~the ~~litigation~~Settlement, ~~settlement~~it is ~~subject~~expected that: (1) NTS Merger Sub, LLC (“Merger Sub”) will merge with and into the Company pursuant to the terms of a merger agreement (the “Merger Agreement”) to be entered into among the Company, Parent, Merger Sub and Realty Capital; and (2) as consideration for the settlement and release of the claims asserted in the Actions, at the closing of the merger, all of our limited partnership units (“Units”), other than those Units owned by our founder and the Chairman of Realty Capital, J.D. Nichols, the President and Chief Executive Officer of Realty Capital, Brian F. Lavin, and certain ~~conditions~~of their affiliates (collectively, ~~including~~the “Purchasers”), will be canceled and converted automatically into the right to receive a cash payment equal to (i) $7.50 per Unit, plus (ii) a pro rata share of the settlement payment of $7,401,487 less fees, expenses and an incentive award payable to plaintiffs’ counsel, if any, as awarded by the Court. The cash payment will not be due or owing under the Settlement, however, until, among ~~others~~other things, the Court has finally certified the members of the class action; the Court, after holding a hearing, has entered its order and final judgment approving the material terms of the Settlement and such judgment shall have become final and non-appealable; the Court has approved various releases among the plaintiffs, class members and defendants (the “Releases”); orders dismissing the Kentucky Action and the Delaware Action with prejudice have become final and are no longer subject to appeal; and the merger has become effective.

·The ~~negotiation~~Settlement ~~and~~is ~~documentation~~conditioned ofupon athe ~~definitive~~fulfillment ~~litigation~~of ~~settlement~~certain ~~agreement,~~conditions including, asamong ~~exhibits thereto~~others, ~~merger~~the ~~and voting and support agreements;~~following:

· ~~receipt~~Plaintiffs’ bydetermination, ~~Merger~~following ~~Sub~~completion of ~~financing~~confirmatory discovery, that the Settlement is ~~sufficient~~fair, toreasonable ~~pay~~and ~~the~~adequate ~~merger~~(which ~~consideration~~determination ~~and~~was ~~related~~made ~~expenses~~on ofFebruary ~~the~~6, ~~transaction~~2014);

· distribution of a definitive proxy statement to our unitholders; and

· approval by the Court.

The merger and related transactions are expected to be completed in the first half of 2014. However, there can be no assurance that the proposed litigation settlement will be approved by the Court or that the merger will be consummated on the terms described herein or at all. Upon consummation of the merger, our Units will be delisted from the NYSE MKT, the registration of our Units under Section 12 of the Securities Exchange Act of 1934 will be terminated, and we will be a private company.

A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

~~Forward~~· ~~Looking~~Plaintiffs’ ~~Statements~~approval of the form of the final information statement to be issued by the Company and certain other defendants relating to the merger;

~~This~~· ~~document contains forward looking statements that can be identified by~~ the ~~use~~approval of words like “would,” “believe,” “expect,” “may,” “could,” “intend,” “project,” “estimate” or “anticipate.” These forward looking statements, implicitly or explicitly, include assumptions underlying the ~~statements~~merger ~~and~~by ~~other information with respect to~~ the ~~Company’s~~holders ~~beliefs, plans, objectives, goals, expectations, estimates, intentions, financial condition, results~~ of ~~operations,~~a ~~future~~majority ~~performance and business, including its expectation~~ of, ~~and estimates with respect to, revenues, expenses, earnings, return of and on equity, return on assets, asset quality and other financial data and performance ratios. Although~~ the ~~Company~~Units believes that the expectations reflected in its forward looking statements are reasonable, these statements involve risks and uncertainties which are subject to change based on various important factors, some of ~~which are beyond~~ the Company’s control. Important factors that would cause actual results to differ materially from expectations are disclosed under “Risk Factors” and elsewhere in the Company’s most recent annual report on Form 10-K, which was filed on March 22, 2013, and registration statement on Form S-4, which became effective on October 27, 2004.;

If· ~~one or more of~~ the ~~factors~~Purchasers ~~affecting~~agreeing ~~forward~~and ~~looking~~committing ~~information~~to ~~and~~vote ~~statements~~in ~~proves~~favor ~~incorrect,~~of the ~~Company’s~~approval ~~actual results~~ of ~~operations, financial condition or prospects could differ materially from those expressed in, or implied by,~~ the ~~forward looking information and statements contained in this document.~~merger;

~~Important~~· ~~Additional~~dismissal ~~Information~~with prejudice of the Kentucky Action and Delaware Action;

We· ~~will file a proxy statement and other documents regarding~~ the ~~proposed~~entry ~~merger with the Securities and Exchange Commission (the “SEC”). The definitive proxy statement will be sent to our unitholders seeking their approval~~ of ~~the merger agreement at~~ a ~~special~~final ~~meeting~~judgment ofin ~~unitholders. Unitholders are urged to read~~ the ~~proxy~~Kentucky ~~statement~~Action ~~and~~approving ~~any other relevant document when they become available because they will contain important information about us,~~ the proposed ~~merger~~Settlement and ~~related~~providing ~~matters. Unitholders~~the ~~may~~dismissal ~~obtain~~with aprejudice ~~free copy~~ of the ~~definitive~~Kentucky ~~proxy~~Action ~~statement (when available)~~ and ~~other~~approving ~~documents filed by us with~~ the ~~SEC~~grant atof the SEC’s web site at www.sec.gov. Unitholders may also obtain the definitive proxy statement (when available) and other related SEC documents free of charge by directing a request to Gregory A. Wells, NTS Realty Holdings Limited Partnership, 600 North Hurstbourne Parkway, Suite 300, Louisville, Kentucky 40222, telephone: (502) 426-4800.Releases;

~~The~~· ~~Company, Realty Capital and Realty Capital’s directors, executive officers and other members of its management and employees (including Messrs. Nichols and Lavin) may be deemed participants in~~ the ~~solicitation~~inclusion ~~of proxies from the unitholders of the Company~~ in ~~connection with~~ the ~~proposed~~final ~~transactions. Information~~judgment ~~regarding the special interests~~ of ~~persons who may be deemed to be such participants in~~ the ~~proposed~~Actions ~~transactions~~a ~~will~~provision beenjoining ~~included~~all inmembers ~~the proxy statement described above. Additional information regarding the directors and executive officers~~ of the ~~Company~~class ~~and~~from ~~Realty~~asserting ~~Capital~~any ~~is also included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the SEC on March 22, 2013, and subsequent statements~~ of ~~changes in beneficial ownership on file with~~ the ~~SEC. These~~settled ~~documents~~claims; ~~are available free of charge at the SEC’s web site at www.sec.gov.~~and

·	such final judgment and dismissal of the Actions being finally affirmed on appeal or such final judgment and dismissal not being subject to appeal by lapse of time or otherwise.

The Company expects to obtain approval of the merger by the holders of a majority of the Units of the Company by written consent of the Purchasers in lieu of a special meeting. Pursuant to the Settlement, the Purchasers, who as of December 31, 2013, owned approximately 62% of the outstanding Units and approximately 59.3% of the total voting power of Units, have agreed to vote in favor of the Merger Agreement. No other votes will be required or necessary under applicable law, the Merger Agreement or otherwise to approve the Merger Agreement, and none are being solicited.

We expect that the merger and the transactions contemplated thereby and by the Settlement will be completed in the first half of 2014. However, there can be no assurance that the conditions to the merger or the Settlement will be satisfied or that the merger or Settlement will be consummated on the terms described herein or at all. Upon consummation of the merger, our Units will be delisted from the NYSE MKT, the registration of our Units under Section 12 of the Securities Exchange Act of 1934 will be terminated, and we will no longer be a reporting company with the SEC.

Item 8.01. Other Events.

On February 5, 2014, we issued a press release announcing the Settlement and the Court’s Preliminary Approval Order. A copy of the press release is attached to this report as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired: N/A
(b)	Pro Forma Financial Information: N/A
(c)	Shell Company Transactions: N/A
(d)	Exhibits:
	99.1	Press release of NTS Realty Holdings Limited Partnership, dated December 11, 2013
	10.1	Stipulation and Agreement of Compromise, Settlement and Release, dated February 4, 2014
	99.1	Preliminary Approval Order, dated February 5, 2014
	99.2	Press release of NTS Realty Holdings Limited Partnership, dated February 5, 2014

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 thereunto duly authorized.

	NTS REALTY HOLDINGS LIMITED PARTNERSHIP
	By:	NTS Realty Capital, Inc.
	Its:	Managing General Partner
	By:	/s/ Gregory A. Wells
	Name:	Gregory A. Wells
	Title:	Executive Vice President and CFO
	Date:	~~December~~February 117, ~~2013~~2014

EXHIBIT INDEX

(a)	Financial Statements of Businesses Acquired: N/A
(b)	Pro Forma Financial Information: N/A
(c)	Shell Company Transactions: N/A
(d)	Exhibits:
	99.1	Press release of NTS Realty Holdings Limited Partnership, dated December 11, 2013
	10.1	Stipulation and Agreement of Compromise, Settlement and Release, dated February 4, 2014
	99.1	Preliminary Approval Order, dated February 5, 2014
	99.2	Press release of NTS Realty Holdings Limited Partnership, dated February 5, 2014

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