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): ~~April~~May 299, 2016

Commission file number 0-18307

NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

STATE OF WASHINGTON	91-~~1366564~~1423516
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
101 STEWART STREET, SUITE 700 SEATTLE, WASHINGTON	98101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (206) 621-1351

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 (see General Instruction A.2. below):

☐	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))

NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

Item 28.01. ~~Disposition~~Other ~~of Assets~~Events

OnAs ~~April~~previously disclosed in its Current Report on Form 8-K filed with the Securities 29& Exchange Commission on May 5, 2016, Northland Cable Properties Eight Limited Partnership (the “Partnership”) completed the sale of the operating assets and franchise rights of its cable systems in and around the communities of Aliceville, Alabama and Swainsboro, Georgia ~~(the “Systems”)~~ to Northland Cable Television, Inc., ~~(the~~an ~~“Buyer”)~~affiliate anof ~~affiliated~~Northland ~~party~~Communications ofCorporation, the general partner of the Partnership. The ~~Systems~~sale ~~were~~of ~~sold~~the atPartnership’s aassets ~~price~~constitute the sale of ~~approximately~~substantially $3all of the Partnership’s assets. Accordingly,~~041,000,~~ pursuant to the terms of ~~which~~the partnership agreement, the Partnership ~~received~~is ~~approximately~~dissolved $2as of the close of business on May 9,~~738~~ 2016,~~000~~ atand ~~closing~~the general partner will wind-up the business and affairs of the Partnership. ~~The~~In ~~sales~~connection ~~price~~with ~~reflects~~the ~~adjustments~~winding-up atof ~~closing~~the ~~for~~Partnership, ~~proration~~on May 9, 2016, Northland Communications Corporation, the general partner of ~~certain~~the ~~revenues~~Partnership and ~~expenses,~~as ~~allocation~~agent for the limited partners of the ~~costs~~Partnership and on behalf of ~~sale.~~the ~~The funds received~~Partnership, ~~at closing~~entered ~~reflect~~ into a ~~holdback~~Liquidating ofTrust ~~$303~~Agreement (“Trust Agreement”) with Northland Eight Liquidating Trustee,~~000,~~ ~~which is~~LLC ~~held~~(the in“Trustee”) ~~escrow~~to establish the NCP-Eight Liquidating Trust (the “~~Holdback~~Trust”). The ~~Holdback~~sole purpose of the Trust is to behold, ~~released~~manage toand distribute the ~~Partnership~~proceeds ~~six~~attributable ~~months~~to general and limited partners from the ~~closing~~liquidation of the ~~transaction~~Partnership, ~~subject~~and to ~~indemnification~~make payment of any claims ~~made,~~and/or ifcontingent ~~any,~~liabilities arising from the business formerly conducted by ~~Buyer~~the ~~pursuant~~Partnership. toUnder the ~~terms~~Trust Agreement, all rights of each of the ~~purchase~~general partner and ~~sale~~limited ~~agreement.~~partners ~~Net~~to receive the proceeds ~~received~~from atthe ~~closing~~liquidation ~~will~~of bethe ~~used~~Partnership’s toassets, ~~pay~~(as ~~any~~described ~~outstanding~~in ~~obligations~~that certain Proxy Statement of the Partnership ~~with~~dated February 19, 2016 (the ~~balance~~“Proxy ~~paid~~Statement”), inincluding ~~distributions~~the right to receive amounts subject to holdback, as determined under the ~~limited~~asset ~~partners~~purchase agreement), are transferred to the Trust. ~~Limited~~The general partner and limited partners ~~will~~hold ~~receive~~beneficial ainterests ~~final~~in ~~distribution~~the ~~approximately~~Trust, ~~six~~representing ~~months~~the right to receive distributions from the ~~closing~~Trust, ~~date~~from ~~when~~time ~~the~~to ~~escrow~~time, ~~proceeds~~as ~~are~~determined ~~released~~by the Trustee.

~~The~~Item ~~Systems represent substantially all of the remaining assets of the Partnership~~9.01 ~~The~~Financial ~~sale~~Statements, ~~was~~Pro ~~made~~Forma ~~pursuant~~Financial toStatements ~~the Purchase~~ and ~~Sale~~Exhibits ~~Agreement~~Sequentially ~~dated~~Numbered ~~December 28, 2015.~~Page

Item 9.01	Financial Statements, Pro Forma Financial Statements and Exhibits	Sequentially Numbered Page
(a)	Financial Statements
	None
(b)	Pro Forma Financial Statements
	None
(c)	Exhibits
	None.

(a)	Financial Statements

None

(b)	Pro Forma Financial Statements

None

(c)

Exhibits

10.1	Liquidating Trust Agreement dated as of May 9, 2016

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.

		NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
	By:	NORTHLAND COMMUNICATIONS CORPORATION
		(General Partner)
Date: 5-04-16	By:	/s/ GARY S. JONES
Date: 5-9-16	By:	/s/ GARY S. JONES
		Gary S. Jones
		(President)
Date: 5-04-16	By:	/s/ RICHARD I. CLARK
Date: 5-9-16	By:	/s/ RICHARD I. CLARK
		Richard I. Clark
		(Executive Vice President)

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