UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC 20549

FORM 8-K

~~CURRENT REPORT~~Current Report Pursuant to Section 13 Or 15(d) of

~~Pursuant to~~The ~~Section 13 or 15(d) of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~ June 27, ~~2021~~2022

Pillarstone Capital REIT

(Exact name of registrant as specified in ~~its~~ charter)

Maryland	001-15409	39-6594066
(State or other jurisdiction of incorporation	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2600 South Gessner, Suite 555
Houston, Texas		77063
(Address of principal executive offices)		(Zip Code)

Registrant’'s telephone number, including area code: (832) 810-0100

~~(Former~~Not ~~name or former address, if changed since last report~~Applicable

~~Check the~~(Former ~~appropriate~~name ~~box~~or ~~below~~former address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below~~report):

~~☐ Written communications pursuant to Rule 425 under the~~ Securities ~~Act~~registered ~~(17 CFR 230.425) ☐ Soliciting material~~ pursuant to ~~Rule~~Section ~~14a-~~12 ~~under the Exchange Act~~ (~~17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(~~b) ~~under~~of 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))~~None

Securities registered pursuant to Section 12(b) of the Act:

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))

Title of each class Trading Symbol(s) Name of each exchange on which registered

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 15.0107. Submission ~~Entry~~of ~~Into~~Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement.~~Security Holders

On ~~December~~ 26June 27, ~~2021~~2022, ~~the Board of Trustees (the “Board”) of~~ Pillarstone Capital REIT (the “Company”) ~~authorized~~ aheld ~~dividend~~its of2022 ~~one~~Annual ~~preferred~~Meeting ~~share purchase right (a “Right”) for each outstanding common share~~ of ~~beneficial~~ ~~interest,~~Shareholders ~~par value $0.01 per share, of the Company~~ (the “~~Common~~Annual ~~Shares~~Meeting”). The ~~dividend~~shareholders isvoted ~~payable~~ on ~~December~~each ~~27,~~of ~~2021 (~~the ~~“Record~~five ~~Date”),~~proposals ~~to the holders of record of Common Shares as of 5:00 P.M.~~presented, ~~New~~ ~~York~~which ~~City time, on the Record Date. The description and terms of the Rights~~ are ~~set~~described ~~forth~~ in amore ~~Rights~~detail ~~Agreement,~~in ~~dated as of December 27, 2021 (as~~ the ~~same~~Company’s ~~may~~Definitive beProxy ~~amended~~Statement ~~from~~on ~~time~~Schedule toA14A ~~time,~~filed ~~the~~with ~~“Rights Agreement”), between~~ the ~~Company~~ Securities and ~~American~~Exchange ~~Stock~~Commission ~~Transfer~~on &May ~~Trust Company~~9, ~~LLC,~~2022 ~~as rights agent~~ (the “~~Rights~~Proxy ~~Agent~~Statement”). ~~Each~~The ~~Right~~shareholders ~~entitles the~~cast ~~registered~~their ~~holder~~votes toas ~~purchase~~described ~~from the Company one one-thousandth (a “Unit”) of a Series D Preferred Share, par value $0~~below.~~01 per share (each a “Preferred Share”), of the Company at a purchase price (“Purchase Price”) of $7.00 per Unit, subject to adjustment.~~

~~The Rights~~Proposal ~~are in all respects subject to and governed by the provisions of the Rights Agreement~~No. The following description of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which is attached hereto as Exhibit 4.1: ~~and~~Election ~~incorporated herein by reference. A copy~~ of ~~the Rights Agreement is available free of charge from the Company.~~Trustee

~~Distribution Date~~The Company’s shareholders elected to the Board of Trustees one Class I trustee, to serve a three-year term ending at the annual meeting of shareholders in 2025, as set forth below:

Initially, the Rights will be attached to all Common Shares, and no separate certificates evidencing the Rights will be issued. Subject to certain exceptions, until the Distribution Date (as defined below), the Company will issue one Right with each new Common Share issued after the Record Date so that all Common Shares will have Rights attached, the Rights will be transferred with and only with the Common Shares, and any transfer of Common Shares will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the Common Shares and, as soon as practicable after the Distribution Date, separate certificates evidencing the Rights (“Rights Certificates”) will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Rights Certificates alone will evidence the Rights.

Election of Trustee by Shareholders	For	Withheld	Broker Non-Votes
James C. Mastandrea	2,757,686	589	99,147

~~The “Distribution~~Proposal ~~Date”~~No. ~~means~~2: Adopt and Approve the ~~earlier~~Company’s ~~of:~~Shareholder Rights Plan

●The ~~ten~~Company’s ~~business~~shareholders ~~days~~adopted ~~after~~and ~~the~~approved ~~public announcement that a person or group of affiliated or associated persons has become an Acquiring Person (as defined below) or such earlier date, as determined by~~ the ~~Board,~~Shareholder onRights ~~which~~Plan ~~an Acquiring Person has become such; and ● such date (prior to such time~~ as ~~any~~set ~~person~~forth or group of affiliated or associated persons becomes an Acquiring Person), if any, as may be determined by the Board following the commencement of, or the first public announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person or group of affiliated or associated persons becoming an Acquiring Person.below:

On the Distribution Date (or such earlier time as required by the partnership agreement of the Operating Partnership defined below), proper provision shall be made by the Company in order to provide each holder of certain units of Pillarstone Capital REIT Operating Partnership LP (the “Operating Partnership”) with the number of Rights, evidenced by Rights Certificates, if any, as would be issued to the applicable holder as if the holder had exercised its applicable redemption rights relating to such units immediately prior to the Distribution Date, and the Company had elected to satisfy the redemption rights by paying the holder in shares in accordance with the Operating Partnership’s partnership agreement.

For	Against	Abstain	Broker Non-Votes
2,757,710	138	427	99,147

~~On the~~Proposal ~~Distribution Date, proper provision shall be made by the Company in order to provide each holder (other than the Company) of Class C Convertible Preferred Shares of beneficial interest, presently $0~~No.01 ~~par~~3: ~~value~~Advisory ~~per~~Vote ~~share,~~on ofExecutive the Company (“Class C Preferred Shares”) with the number of Rights, evidenced by Rights Certificates, as would be issued to such holder as if such holder had converted all of its Class C Preferred Shares into Common Shares immediately prior to the Distribution Date.Compensation

~~Exercisability~~The Company’s shareholders approved on an advisory, non-binding basis, the executive officer compensation of the Company's named executive officers described in the Proxy Statement, as set forth below:

The Rights will not be exercisable until the Distribution Date. After the Distribution Date, each Right will be exercisable to purchase from the Company one Unit of a Preferred Share for the Purchase Price. Prior to exercising their Rights, holders of Rights, in that capacity have no rights as a shareholder of the Company, including the right to vote or receive dividends.

For	Against	Abstain	Broker Non-Votes
2,757,336	207	732	99,147

~~Consequences of~~Proposal ~~Any~~No. ~~Person~~4: orAdvisory ~~Entity~~Vote ~~Becoming~~on anthe ~~Acquiring~~Frequency ~~Person~~of the Advisory Vote on Executive Compensation

●The ~~Flip-In~~Company’s ~~Trigger.~~shareholders Ifapproved ~~any~~on ~~person or group of affiliated or associated persons becomes~~ an ~~Acquiring Person~~advisory, ~~each~~non-binding ~~holder of a Right (other than Rights beneficially owned by an Acquiring Person~~basis, ~~affiliates and associates of an Acquiring Person and certain transferees thereof, which Rights will thereupon become null and void) will thereafter have~~ the ~~right~~frequency to ~~receive~~cast upon exercise of a Right that number of Common Shares having a market value of two times the Purchase Price. ● Flip-Over Trigger. If, after any person or group of affiliated or associated persons has become an ~~Acquiring Person~~advisory, ~~the~~non-binding ~~Company~~vote ison acquired in a merger, consolidation or combination or 50% or more of its consolidated assets, cash flow or earning power are transferred, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person, affiliates and associates of an Acquiring Person and certain transferees thereof, which Rights will have become null and void) will thereafter have the ~~right~~compensation ~~to receive upon the exercise~~ of ~~a Right that number of common shares of~~ the ~~person (or its parent) with whom the~~ Company’s ~~has~~named ~~engaged~~executive in the foregoing transaction having a market value of two times the Purchase Price. ● Exchange Feature. At any time after any person or group of affiliated or associated persons becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by an Acquiring Person of 50% or more of the outstanding Common Sharesofficers, ~~the~~as ~~Board~~set ~~may~~forth exchange the Rights (other than Rights owned by an Acquiring Person, affiliates and associates of an Acquiring Person and certain transferees thereof, which Rights will have become null and void), in whole or in part, for Common Shares at an exchange ratio of one Common Share per Right.below:

Expiration

1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
29,237	305	2,728,306	427	99,147

~~The Rights~~Following ~~will expire on~~ the ~~earliest~~Annual ofMeeting, ~~(i)~~ the ~~close~~Board of ~~business~~Trustees ~~on December 27~~determined, ~~2024,~~consistent ~~(ii)~~with the ~~time~~vote atof ~~which~~ the ~~Rights~~Company’s ~~are~~shareholders ~~redeemed pursuant~~and toin ~~the~~accordance ~~Rights~~with ~~Agreement, (iii)~~ the ~~closing~~Board of ~~any~~Trustees’ ~~merger~~recommendation, orthat ~~other acquisition transaction involving~~ the Company ~~that~~will ~~has~~continue ~~been approved~~to byhold ~~the~~future ~~Board,~~advisory atvotes ~~which~~on ~~time~~ the ~~Rights~~compensation ~~are~~of ~~terminated, (iv)~~ the ~~business day immediately following the~~ Company’s ~~2022~~named ~~annual~~executive ~~meeting~~officers ofevery ~~shareholders~~three ~~(including~~years, ~~any adjournment thereof) if~~ the ~~Rights~~next ~~Agreement shall not have been approved, on or before~~ such ~~date, by the affirmative~~ vote ofto ~~the~~occur ~~holders of a majority of the voting power present,~~ in ~~person or by proxy~~2025, and ~~entitled~~until ~~to vote at a meeting of~~ the ~~Company’s~~next ~~shareholders~~required ~~duly~~vote ~~held~~on ~~in accordance with~~ the ~~Articles~~frequency of ~~Amendment~~ ~~and~~such ~~Restatement~~advisory ofvotes ~~the~~is ~~Declaration~~presented ~~of Trust of the Company, the Company’s bylaws and Maryland law, and (v) the time at which the Rights are exchanged pursuant~~ to ~~the~~shareholders ~~Rights~~in ~~Agreement (such earliest date, the “Expiration Date”)~~2028.

~~Redemption~~Proposal No. 5: Ratification of the Appointment of the Independent Registered Public Accounting Firm

~~At any~~The ~~time~~Company’s ~~before~~shareholders ~~any~~ratified ~~person or group of affiliated or associated persons becomes an Acquiring Person,~~ the ~~Board~~appointment ~~may redeem the Rights in whole, but not in part, for $0.0001 per Right (the “Redemption Price”); provided that if a majority~~ of ~~the~~Pannell ~~Board~~Kerr isForster ~~not composed~~ of ~~Continuing Trustees (as defined below) then for a period of 180 days (or such other maximum period then allowed under Maryland law) following the first occurrence thereof~~Texas, ~~the Rights cannot be redeemed~~P.C. ~~The~~as ~~Redemption Price is payable, at~~ the ~~option of the~~ Company,’s inindependent ~~cash,~~registered ~~Common~~public ~~Shares~~accounting orfirm ~~such~~for ~~other form of consideration as~~ the ~~Board~~fiscal ~~shall~~year ~~determine.~~ending ~~Immediately~~December ~~upon any redemption of the Rights~~31, ~~the~~2022 ~~right~~as toset ~~exercise~~forth the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Redemption Price will be subject to adjustment in accordance with the Rights Agreement.below:

The term “Continuing Trustee” means any member of the Board who is not an Acquiring Person (or an affiliate or associate of an Acquiring Person) or a representative or nominee of an Acquiring Person (or of an affiliate or associate of an Acquiring Person), and who either (x) was a member of the Board immediately prior to the date of the Rights Agreement or (y) on or subsequent to the date of the Rights Agreement became a member of the Board and whose nomination for election or election to the Board is recommended or approved by a majority of the Continuing Trustees.

For	Against	Abstentions
2,856,073	922	427

Amendment

For so long as the Rights are then redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner. If a majority of the Board is not composed of Continuing Trustees, then for a period of 180 days (or such other maximum period then allowed under Maryland law) following the first occurrence thereof, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner if (i) one or more Continuing Trustees are members of the Board and (ii) a majority of such Continuing Trustees approve the amendment; provided that if any person or group of affiliated or associated persons becomes an Acquiring Person prior to the termination of such period, any proposed amendments will be governed by the following sentence. At any time after any person or group of affiliated or associated persons becomes an Acquiring Person, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does not adversely affect the interests of holders of the Rights (other than an Acquiring Person, affiliates and associates of an Acquiring Person and certain transferees thereof).

Anti-Dilution Provisions

The Board may adjust the Purchase Price, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a share dividend, a share split, a reclassification of the Preferred Shares or Common Shares or certain other specified transactions. No adjustments to the Purchase Price of less than 1% are required to be made.

Preferred Shares

Each Unit of a Preferred Share will entitle the holder thereof to the same dividends, liquidation and voting rights as if the holder held one Common Share and will be treated the same as a Common Share in the event of a merger, consolidation or other share exchange. The value of one Unit of a Preferred Share should approximate the value of one Common Share.

Anti-Takeover Effects

The Rights may have certain anti-takeover effects. In general terms and subject to certain exceptions, the Rights Agreement works by imposing a significant penalty upon any person or group of affiliated or associated persons that acquires 5% or more of the outstanding Common Shares (20% or more in the case of a passive institutional investor), except in certain situations specified in the Rights Agreement (such person, an “Acquiring Person”). The Rights, however, should not interfere with any merger or other business combination approved by the Board.

Item 3.03 Material Modifications to Rights of Security Holders.

The information set forth in Items 1.01 and 5.03 is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the adoption of the Rights Agreement, the Company will file Articles Supplementary for the Series D Preferred Shares with the State Department of Assessments and Taxation of Maryland. See the description set forth under Item 1.01 for a more complete description of the rights and preferences of the Series D Preferred Shares.

The Articles Supplementary for Series D Preferred Shares are included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Articles Supplementary for Series D Preferred Shares (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A filed on December 27, 2021)
4.1		Rights Agreement, dated December 27, 2021, between Pillarstone Capital REIT and American Stock Transfer Trust, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on December 27, 2021)
104		Cover Page Interact Data File – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

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.

Date:	December 29, 2021	Pillarstone Capital REIT
		PILLARSTONE CAPITAL REIT
		By:	/s/ John Dee
Date:	June 30, 2022	By: /s/ John J. Dee
		Name:	John Dee
		Name: John J. Dee Title: Chief Financial Officer, Senior Vice President and Corporate Secretary
		Title:	Chief Financial Officer

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