UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-K

For the Fiscal Year Ended December 31, 20162018

or

For the transition period from                    to                    

Commission File Number1-6249*

WINTHROP REALTY LIQUIDATING TRUST

(Exact name of Registrant as specified in its certificate of incorporation)

(617)570-4614

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.*    Yes  ☐    No  ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.    Yes  ☐    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☐    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. (Check one):

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

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule12b-2).    Yes  ☐    No  ☒

As of February 28, 2017,2019, there were 36,425,084 units of beneficial interest in Winthrop Realty Liquidating Trust outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

WINTHROP REALTY LIQUIDATING TRUST

CROSS REFERENCE SHEET PURSUANT TO ITEM G,

GENERAL INSTRUCTIONS TO FORM10-K

Item of Form10-K

CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS

Any statements included in this annual report on Form10-K, including any statements in the document that are incorporated by reference herein that are not strictly historical are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements contained or incorporated by reference herein should not be relied upon as predictions of future events. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy, plans, intentions or anticipated or projected events, results or conditions. Such forward-looking statements are dependent on assumptions, data or methods that may be incorrect or imprecise and they may be incapable of being realized. Such forward-looking statements include statements with respect to:

You are cautioned that, while forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance and they involve known and unknown risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of various factors. The information contained or incorporated by reference in this report and any amendment hereof, including, without limitation, the information set forth in “Item 1A -– Risk Factors” below or in any risk factors in documents that are incorporated by reference in this report, identifies important factors that could cause such differences. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may reflect any future events or circumstances.

PART I

ITEM 1. BUSINESS

All references to the “Liquidating Trust”, “we”, “us”, “our” or the “Company” refer to Winthrop Realty Liquidating Trust and its consolidated subsidiaries.

General

Winthrop Realty Liquidating Trust was organized on July 28, 2016 as a liquidating trust pursuant to a plan of liquidation of Winthrop Realty Trust, which we refer to as Winthrop. Winthrop, which began operations in 1961 under the name First Union Real Estate Equity and Mortgage Investments and changed its name to Winthrop Realty Trust in 2005, was a real estate investment trust formed under the laws of the State of Ohio. Winthrop conducted its business through its wholly owned operating partnership, WRT Realty L.P., a Delaware limited partnership, which we refer to as the Operating Partnership. From January 1, 2004 through August 5, 2016, Winthrop was externally managed by FUR Advisors LLC, which we refer to as FUR Advisors or our Advisor. Since August 5, 2016, FUR Advisors has continued to manage our assets. The Advisor is majority owned by Winthrop’s former executive officers and senior management, including Michael L. Ashner and Carolyn Tiffany, two of our Trustees.

Winthrop’s primary business was owning real property and real estate related assets. On April 28, 2014 Winthrop’s Board of Trustees adopted a plan of liquidation. The plan, which provided for an orderly liquidation of Winthrop’s assets, was approved by holders of a majority of Winthrop’s common shares of beneficial interests (“which we refer to as Common Shares”)Shares at a special meeting of shareholders on August 5, 2014. Under the plan of liquidation, if all of the assets of Winthrop were not disposed of by August 5, 2016, the then remaining assets and liabilities of Winthrop would be assigned to a liquidating trust.

On August 5, 2016, in accordance with Winthrop’s plan of liquidation, Winthrop transferred the then remaining assets and liabilities, including its ownership interests in the Operating Partnership, to the Liquidating Trust. The Liquidating Trust is governed by a Liquidating Trust Agreement by and among Winthrop and Michael L. Ashner, Howard Goldberg and Carolyn Tiffany, as trustees.Trustees. Upon the transfer of the assets and liabilities to us on August 5, 2016, each Common Share was automatically converted into one unit of beneficial interest in the Liquidating Trust, which we refer to as Units, and each holder of Common Shares becomebecame a beneficiary of the Liquidating Trust, whichwho we refer to as beneficiaries. On October 3, 2016, Winthrop filed a Form 15 with the Securities and Exchange Commission (the “SEC”) to terminate the registration of the Common Shares under the Securities Exchange Act of 1934, as amended, and Winthrop ceased filing reports under that Act. In reliance on prior guidance by the SEC, the Liquidating Trust will only file with the SEC annual reports on Form10-K and current reports on Form8-K.

The sole purpose of the Liquidating Trust is to wind up the affairs of Winthrop by liquidating its remaining assets, satisfying the assumed liabilities, paying all costs and expenses of the Liquidating Trust and distributing the remaining proceeds to the beneficiaries. We have no objective to continue or engage in the conduct of a trade or business, expectexcept as necessary for the orderly liquidation of the remaining assets.

Under the plan of liquidation Winthrop was not, and under our Liquidating Trust Agreement, we are not, permitted to make any new investments other than protective acquisitions or advances with respect to our existing assets. We are permitted to satisfy any existing contractual obligations including any capital call requirements and acquisitions or dispositions pursuant tobuy-sell provisions under existing joint venture documentation and pay for required tenant improvements and capital expenditures at our real estate properties. We are also permitted to invest our cash reserves in short-term U.S. Treasuries or other short-term obligations. The Liquidating Trust Agreement enables us to sell any and all of our assets without further approval of the beneficiaries and provides that liquidating distributions be made to the beneficiaries as determined by our trustees.Trustees.

Pursuant to the Liquidating Trust Agreement, our affairs are overseen by three trustees,Trustees, Michael L. Ashner, Howard Goldberg and Carolyn Tiffany. Until such time as our remaining assets arewere less than $250 million, the Liquidating Trust iswas required to use its commercially reasonable efforts to have one of its trusteesTrustees satisfy the independence requirements of the New York Stock Exchange (“NYSE”).which we refer to as NYSE. Howard Goldberg satisfied and continues to satisfy the independence requirements of the NYSE. FUR Advisors continues to administer our day to day affairs including overseeing the operation, management and disposition of our remaining assets. For providing these and other services, FUR Advisors is entitled to a base management fee and, in certain instances, an incentive fee and termination fee. See “Employees” below for a description of the fees payable to FUR Advisors.

As a liquidating trust, Units are not freely transferable. Units will generally not be transferable except by will, intestate succession or operation of law. Therefore, the beneficiaries do not have the ability to realize any value from the Units except from distributions made by the Liquidating Trust, the timing of which will be solely at the discretion of our Trustees.

The Liquidating Trust will terminate upon the earlier of (i) the distribution of all of the remaining assets of the Liquidating Trust in accordance with the terms of the Liquidating Trust Agreement, or (ii) August 5, 2019. The Liquidating Trust may be extended beyond August 5, 2019 if our Trustees determine that an extension is reasonably necessary to fulfill the purpose of the Liquidating Trust. Although no assurances can be given, itIt is presently anticipated that the liquidationLiquidating Trust will be completed byextended until at least December 31, 2018.2019 in order to complete the liquidation.

The dissolution process and the amount and timing of distributions involves risks and uncertainties. As such, it is impossible at this time to determine the ultimate amount of liquidation proceeds that will actually be distributed to beneficiaries or the timing of such payments. Accordingly, no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Consolidated Statements of Net Assets. Prior to August 5, 2016, Winthrop paid liquidating distributions totaling $7.75 per Common Share. Subsequent to the transfer to the Liquidating Trust, liquidating distributions totaling $1.50$9.05 per Unit have been paid.

Our executive offices are located at 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114 and Two Jericho Plaza, Jericho, New York 11753. Our telephone number is (617)570-4614 and our website is located athttp://www.winthropreit.com. The information contained on our website does not constitute part of this Annual Report on Form10-K. On our website you can obtain, free of charge, a copy of our Annual Report onForm10-K, Quarterly Reports on Form10-Q, Current Reports on Form8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, as soon as reasonably practicable after we file such material electronically with, or furnish it to, the Securities and Exchange Commission, which we refer to as the SEC.

Assets

At the time of the adoption of the plan of liquidation, Winthrop held 20 consolidated operating properties, 18 equity investments, eight loans receivable, one secured financing receivable and one loan security. At December 31, 2016,2018, we held sevenone consolidated operating properties, sixproperty (Churchill, Pennsylvania) and three equity investments(WRT-Highline LLC, Atrium Mall LLC and one loan receivable.701 Seventh WRT Investor LLC).

At December 31, 20162018 we had total assets of $473,913,000$17,009,000 and net assets in liquidation of $327,927,000.$12,425,000. The net assets in liquidation at December 31, 20162018 would result in liquidating distributions of approximately $9.00$0.34 per Unit.Unit; provided, however, no assurance can be given that the ultimate distributions made will equal or exceed such estimate.

Operating Properties

See Item 2. Properties for a description of our Operating Properties

Operating PropertyDisposition Activity

701 Seventh Avenue, New York, New York– capital contributions/refinancingproperty sale –During 2016,Winthrop and us made additional capital contributions of $13,013,000 with respect to our interest in On April 30, 2018, the venture that holdsin which we held an indirect interest in the property located at 701 Seventh Avenue, New York, New York, bringing aggregate capital contributions through December 31, 2016sold the property to $128,502,000. We have contractually obligated to contribute up to $137,256,000 to the venture. No capital contributions have been made in 2017, and no capital calls are expected for the remainderan affiliate of 2017.

On November 1, 2016 this venture refinanced a portion of its existing indebtedness with a new $510,000,000 mortgage loan and a new $255,500,000 mezzanine loan. The new loans bear interest at a blended rate of LIBOR plus 6.49% per annum with a LIBOR floor of 0.40%, require payments of interest only and mature November 9, 2018, subject to threesix-month extensions. These new loans replaced the existing mortgage and mezzanine loans in the aggregate amount of $615,000,000 and which bore interest at LIBOR plus 8% per annum. The existing $200,000,000EB-5 mezzanine loan which bears interest at 5.9% per annum remains in place.

At closing, $237,500,000current indirect member of the mortgage loan and $176,000,000venture, for a gross sales price of $1,530,000,000. Upon closing, $63,700,000 of the mezzanine loan were drawn down. At December 31, 2016 the outstanding balances on the mortgage loan, mezzanine loan andEB-5 loan were $240,041,000, $203,466,000 and $195,000,000, respectively. The remaining $326,993,000proceeds was placed in the aggregate is available to be drawn down to fundescrow pending completion of constructionthe development of the retail and hotel development.

446 Highline LLC (450 West 14^th Street), New York, New York – refinancing –On April 13, 2016 the venture in which we hold a preferred equity interest refinanced the first mortgage debt collateralized by the underlying property. In connection with the refinancing, Winthrop funded approximately $3,175,000 to the venture to cover closing costs and to fund initial escrows. Of this amount, $2,540,000 is considered to be a capital contributionproperty and the remaining $635,000 wasjoint venture also received a loan to its venture partner. The partner loan bore interest at 12% per annum and was due on July 5, 2016. The partner loan was repaid in full in July 2016. Upon repayment of the partner loan, the venture partner has been deemed to have made a capital contribution to the venturepurchase money note in the amount of the partner loan.

Disposition Activity

Sullivan Center, Chicago, Illinois – sale of interest -On April 27, 2016 Winthrop sold its interests in this asset to its venture partner for aggregate gross$75,000,000. We received cash proceeds of approximately $95,270,000$200,000,000 at the time of closing. Subsequent to closing, the purchase money note was satisfied and we received $16,598,000 which includedrepresented our proportionate share of the ownership interest inpurchase money note. We do not expect to receive any funds related to the mezzanine loan that was classified as a secured financing.escrow. The sale price was consistent with Winthrop’sour liquidation value at December 31, 2015.2017.

Lake Brandt, Greensboro, North Carolina1050 Corporetum, Lisle, Illinois – property sale -foreclosure –On May 12, 2016 Winthrop sold to an independent third party its residentialFebruary 20, 2018, the 1050 Corporetum office property known as Lake Brandt Apartments for gross proceeds of $20,000,000 and received net proceeds of $6,296,000 after satisfaction of third party mortgage debt and closing costs. The liquidation value was $20,000,000 at December 31, 2015.

Highgrove, Stamford, Connecticut – property sale - On May 19, 2016 the venturelocated in Lisle, Illinois, in which Winthropwe held an 83.7%a 60% interest, sold its apartment building located in Stamford, Connecticut for gross proceeds of $87,500,000. Proceeds ofwas foreclosed. The foreclosure was not contested as the sale were used to fully satisfy the $77,767,000 mortgage loan collateralized by the property and the venture’s remaining property in Houston, Texas. Exclusive of the forfeited deposits discussed below, the liquidation value of the property, plus the costs to sell, was $85,000,000less than the outstanding debt balance as of the foreclosure date. The liquidation value at foreclosure was based on the outstanding debt balance, closing costs and certain other factors related to the foreclosure and is consistent with the liquidation value at December 31, 2015.

The property was previously under contract with a different purchaser which contract was terminated on January 21, 2016 due to the prospective purchaser’s inability to timely close. In accordance with the terms of that contract, the venture retained the prospective purchaser’s $5,000,000 deposit. Subsequently, the venture entered into a settlement agreement with the prospective purchaser which provided for a return of a portion of the retained deposit. In February 2016 the venture returned $1,000,000 of the previously retained deposit and, upon the sale of the property, the venture returned an additional $1,500,000 of the previously retained deposit.2017.

Jacksonville,Plantation, Florida – property sale –On June 30, 2016 Winthrop sold to an independent third party its warehouse property in Jacksonville, Florida for gross proceeds of $10,500,000. In connection with the sale, Winthrop provided seller financing of $8,400,000 which loan requires interest only payments and matures on July 1, 2019. The loan bears interest at the rate of LIBOR plus 5% with a floor of 6% and a ceiling of 8%. The liquidation value was $11,432,000 at December 31, 2015.

Mentor Retail, Chicago, Illinois – property sale –On July 29, 2016 the venture in which Winthrop held a 49.9% interest sold the Mentor Retail property located in Chicago, Illinois for gross proceeds of $10,450,000. During 2016 Winthrop received aggregate distributions of $3,906,000 from this venture which includes Winthrop’s share of operating cash flow and sale proceeds through the dissolution of the venture. The liquidation value of this investment was $2,986,000 at December 31, 2015.

One East Erie, Chicago, Illinois – property sale – On August 11, 2016September 4, 2018, we sold to an independent third party our office property known as One East Erielocated in Plantation, Florida for gross proceeds of $47,900,000$11,250,000 and received net proceeds of $46,982,000$1,074,000 after paymentsatisfaction of third party mortgage debt, closing costs.costs and customary prorations. The liquidation value was $53,000,000$18,364,000 at December 31, 2015.

threshold amount based on then current market values and appraisals. That is, the incentive fee is not payable annually but only at such time, if at all, as we have paid liquidating distributions from and after December 31, 20162018 in excess of the threshold amount ($271,614,00017,391,000 on December 31, 20162018) plus an annual return thereon equal to the greater of (x) 4% or (y) the 5 year U.S. Treasury Yield plus 2.5% (such return, the “Growth Factor”) less any distributions paid from and after January 1, 2017)2019). The incentive fee will also be payable if the Advisory Agreement is terminated, other than for cause (as defined) by us or with cause by our Advisor, and if on the date of termination the net value of the Liquidating Trust’s assets exceeds the threshold amount. At December 31, 20162018 the threshold

amount required to be distributed before any incentive fee would be payable to FUR Advisors was $271,614,000,$17,391,000, which was equivalent to $7.58$0.49 per Unit. At December 31, 2016,2018, based on our estimate of liquidating distributions, it is estimated that the Advisor would be not be entitled to an incentive fee.

On May 2, 2018 the Advisor was paid a termination fee of $8,319,000 upon disposition of all our assets. This amount has been accrued and is reflected in our net assets in liquidation at December 31, 2016.

With respect to the termination fee, it is only payable if there is (i) a termination of the Advisory Agreement for any reason other than for cause (as defined) by us or with cause by our Advisor, or (ii) a disposition of all or substantially all of our assets.$9,496,000. The termination fee ifwas payable is equal to the lesser of (i) the base management fee paid to our Advisor for the prior twelve month period immediately prior to the approved plan of liquidation or (ii) either (x) in the case of a termination of the Advisory Agreement, 20% of the positive difference, if any between (A) the appraised net asset value of our assets at the date of termination and (B) the threshold amount less $104,980,000, or (y) in the case of a disposition, 20% of any liquidating distributions paid on account of our Units at such time as the threshold amount iswas reduced to $104,980,000, which, based on current estimates,$104,980,000. No additional termination fee payments will be achieved at such time as additional liquidating distributions of approximately $4.65 per Unit in excess of the Growth Factor have been paid. For example, if all of our assets were sold and the proceeds therefrom were distributed to holders of Units at January 1, 2017, the termination fee would only have been payable if additional liquidating distributions of approximately $4.65 per Unit had been paid, and then only until the total termination fee paid would have equaled $9,496,000 (the base management fee for the twelve months prior to the approved plan of liquidation), which amount would be achieved when total additional liquidating distributions paid per Unit equaled approximately $5.69. At December 31, 2016 it is estimated that the Advisor will be entitled to a termination fee of $9,496,000 upon the disposition of our remaining assets. This amount has been accrued and is reflected in our net assets in liquidation at December 31, 2016.

Competition

We currently compete with other properties located in markets in which our assets are located both from an operations perspective and with respect to the disposition of our assets. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business and our net assets in liquidation.

We derive significant benefit from our present advisor structure, where our Advisor’s experienced management team provides us with resources at substantially less cost than if such persons were directly employed by us. Through its broad experience, our Advisor’s senior management team has established a network of contacts and relationships, including relationships with operators, financing sources, investment bankers, commercial real estate brokers, potential tenants and other key industry participants.

Environmental Regulations

Our operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment including air and water quality, hazardous or toxic substances and health and safety. These are discussed further under Item 1A – Risk Factors.

Segment Data

With the adoption of the plan of liquidation we have only one reporting and operating segment subsequent to July 31, 2014.

Additional Information

The following materials are available free of charge through our website at www.winthropreit.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC under the Securities Exchange Act of 1934, as amended:

We will provide a copy of the foregoing materials without charge to anyone who makes a written request to our Investor Relations Department, c/o FUR Advisors, LLC, 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114.

We also intend to promptly disclose on our website any amendments that we make to, or waivers for our Trustees or executive officers that we grant from, the Code of Business Conduct and Ethics.

ITEM 1A –RISK– RISK FACTORS

In addition to other information in this annual report on Form10-K, the following risk factors should be carefully reviewed because such factors may have a significant impact on the execution of the Plan of Dissolution and the timing and amount of future liquidating distributions, if any, to our beneficial unitholders. As a result of the risk factors set forth below and elsewhere in this Form10-K, and the risks discussed in our other filings with the Securities and Exchange Commission, actual results could differ materially from those projected in any forward-looking statements.

We cannot assure you of the exact amount or timing of any future distribution to our beneficial unitholders.

Our estimate of net assets in liquidation at December 31, 20162018 was $327,927,000,$12,425,000, or $9.00$0.34 per Unit. This estimation is based on a number of estimates and assumptions including asset hold periods, expected revenues and expenses and other factors not within our control such as capitalization rates and market conditions. However, the liquidation and dissolution process is subject to numerous uncertainties and may result in less than anticipated or no remaining capital available for future distribution to our beneficial unitholders. The precise nature, amount and timing of any future distribution to our beneficiaries will depend on and could be delayed by a number of factors including:

We will continue to incur liabilities and expenses that will reduce the amount available for distribution out of the liquidation to beneficial unitholders.

Liabilities and expenses from operations, such as insurance, legal, accounting and consulting fees and other operating expenses, will continue to be incurred as we complete the liquidation of our assets. To the extent that these expenses and liabilities exceed our current estimates they will reduce the amount of assets available for future distribution to beneficiaries.

We may be subject to final examinations by taxing authorities across various jurisdictions, which may impact the amount of taxes that we pay and the ultimate distributions to our beneficiaries.

The Liquidating Trust evaluates its probable exposures associated with the tax filing positions of both Winthrop and the Liquidating Trust. At December 31, 2016,2018, the Liquidating Trust believes it has no such exposures, and accordingly has not accrued any such charges. Significant judgment is required in determining the Liquidating Trust’s provision for income taxes payable, and as a result, the Liquidating Trust’s determinations may not prove to be accurate. Winthrop and/or the Liquidating Trust may be subject to final examination by taxing authorities; thus, a final determination by the taxing authorities could increase or decrease amounts of cash available for distribution to our unitholders, perhaps significantly.

Ability of our Advisor and other third parties directly affects our financial condition.

Other than for severe economic conditions or natural forces which may be unanticipated or uncontrollable, the ultimate value of our assets and the results of our operations will depend on the ability of our Advisor and other third parties we retain to operate and manage our assets in a manner sufficient to maintain or increase revenues and control our operating and other expenses in order to generate sufficient cash flows to pay amounts due on our indebtedness and to pay liquidating distributions on our Units.

We are dependent on our Advisor and the loss of our Advisor’s key personnel could harm our operations and adversely affect the value of our Units.

We have no paid employees. Our affairs are administered by our Advisor. We have no separate facilities and are completely reliant on our Advisor which has significant discretion as to the timing of the sales of our assets. We are subject to the risk that our Advisor will terminate its Advisory Agreement with us and that no suitable replacement will be found. Furthermore, we are dependent on the efforts, diligence, skill, network of business contacts and close supervision of all aspects of our business by our Advisor and, in particular, Michael Ashner, and Carolyn Tiffany, twoone of our Trustees, as well as other former executive officers of Winthrop. While we believe that we could find replacements for these key personnel, the loss of their services could have a negative impact on our operations and the value of our Units.

The termination fee and incentive fee payable to our Advisor may be substantial.

Pursuant to the terms of our Advisory Agreement, our Advisor is entitled to receive an incentive fee and, in certain instances, a termination fee equal to 20% of any amounts available for distribution in excess of a threshold amount.fee. The incentive fee is only payable at such time, if at all, (i) when aggregate liquidating distributions are paid above a threshold amount or (ii) upon termination of our Advisory Agreement if the value of our net assets exceed the threshold amount based on then current market values and appraisals. That is, the incentive fee is not payable annually but only at such time, if at all, as the liquidating distributions paid exceed the threshold amount or, if the Advisory Agreement is terminated, the net assets of the Liquidating Trust exceed the threshold amount. At December 31, 2016,2018, the threshold amount required to be distributed before any incentive fee would be payable to FUR Advisors was approximately $271,614,000$17,391,000 which was equivalent to $7.58$0.49 for each Unit. The threshold amount required to be distributed before any termination feeAt December 31, 2018, based on our estimate of liquidating distributions, it is estimated that the Advisor would be payablenot be entitled to FUR Advisors was approximately $166,633,000 which was equivalent to $4.65 for each Unit. In accordance with liquidation accounting, we have recorded a liability in our financial statements equal to the estimated incentive fee and termination fee that would be payable to FUR Advisors based on the estimated cash available to be distributed over the liquidation period. In determining our estimated net assets in liquidation we have taken into account the termination fee andan incentive fee.

Our property in Times Square is under development.We may incur costs to comply with environmental laws.

The obligation to pay for the cost of complying with existing environmental laws, ordinances and regulations, as well as the cost of complying with future legislation, may increase our operating costs. Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property located at 701 Seventh Ave in Times Square inmay be liable for the costs of removal or remediation of hazardous or toxic substances on or under the property. Environmental laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances and whether or not such substances originated from the property. In addition, the presence of hazardous or toxic substances, or the failure to remediate such property properly, may adversely affect our ability to borrow by using such property as collateral. We maintain insurance related to potential environmental issues on our properties which are not net leased which may not be adequate to cover all possible contingencies. In 2011 we are invested is under development and the construction is not expected to be completed until late 2017. We utilized third party and market data,were conveyed title to the extent available,land underlying our Churchill, Pennsylvania property. Prior to project the future operationsconveyance of the land, a Phase II environmental study was performed. The study found that there were certain contaminants at the property all of which were within permitted ranges. A second Phase II environmental study was performed in February 2019. The results of the study were the same as the results of the initial study; finding that there were certain contaminants at the property all of which were within permitted ranges. Given the nature and use of the property once completed. The estimatescurrently and in the past, it is possible that additional contamination could occur which could require remediation. We believe that based on applicable law and existing agreements any such remediation costs would be the responsibility of future operations were used by us to estimate the value of the investment at the projected date of the sale. The estimated value of this investment in our Net Assets in Liquidation is dependent upon significant assumptions, including but not limited to, future retail rents, hotel and signage revenues and operating expenses, all of which involve inherent uncertainty given they are related to estimating future events. The actual proceeds from the disposition of this asset may be significantly morea prior owner or less than the amount included in net assets in liquidation.tenant.

Terrorist attacks and other acts of violence, civilian unrest, or war may affect the markets in which we operate our business and our profitability.

Some of our properties are located in areas that are susceptible to terrorist attacks. In addition, any kind of terrorist activity or violent criminal acts, including terrorist acts against public institutions or buildings or modes of public transportation (including airlines, trains or buses) could have a negative effect on our business and the value of our properties. More generally, any terrorist attack, other act of violence or war, including armed conflicts, could result in increased volatility in, or damage to, the worldwide financial markets and economy including demand for properties and the availability of financing.

ITEM 1B – UNRESOLVED STAFF COMMENTS

None.

ITEM 2 – PROPERTIES

ITEM 2

– PROPERTIES

CONSOLIDATED OPERATING PROPERTIES

The following table sets forth a schedule of consolidated operating properties at December 31, 2016.2018. Our portfolio of consolidated properties consists of fiveone commercial propertiesproperty consisting of 652,00052,000 square feet and two residential apartment complexes consisting of 580 units.feet.

UNCONSOLIDATED OPERATING PROPERTIES

The following table sets forth a schedule of unconsolidated operating properties at December 31, 2016.2018. These properties consist of threetwo commercial properties consisting of 260,000179,000 square feet.

LEASE EXPIRATIONS

The following tables set forth a schedule of lease expirations at our consolidated and unconsolidated commercial properties respectively, with respect to leases in place at December 31, 20162018 for each of the next ten years and thereafter (assuming that no tenants exercise renewals or cancellation options and that there are no tenant bankruptcies or other tenant defaults). Annual contractual rent under expiring leases represents base rent charges for the year ended December 31, 20162018 and does not reflect any straight-line rent adjustments or expense reimbursements. The average annualized revenue per square foot as of December 31, 20162018 was $9.20$23.04 for consolidated multi-tenantsingle tenant operating properties and $14.87$59.92 for consolidated single tenantunconsolidated operating properties. Annualized revenue represents contractual base rent for the year ended December 31, 2016.

TENANT DIVERSIFICATION

At December 31, 2018, we had one consolidated property which is triple net leased to one tenant. The following table sets forth information regarding the leaseslease with respect to the four largest tenants in our consolidated properties portfolio, based on the amount of square footage leased by our tenantsthat tenant at December 31, 2016.2018.

PART II

ITEM 5 – MARKET FOR TRUST’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Winthrop’s Common Shares were listed for trading on the New York Stock Exchange, under the symbol “FUR.” In connection with the transfer of assets to, and the assumption of liabilities by, the Liquidating Trust, the stock transfer books of Winthrop were closed as of the close of business on August 1, 2016, which was the last day of trading of Winthrop’s Common Shares. The Units of the Liquidating Trust are not listed for trading on any exchange.

The table below sets forth the high and low sales prices as reported by the New York Stock Exchange for our Common Shares for each of the periods indicated.

The following table sets forth selected, historical, consolidated financial data for Winthrop and the Liquidating Trust and should be read in conjunction with the Consolidated Financial Statements and Notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report on Form10-K.