Winthrop Realty Liquidating Trust SC 13G/A Winthrop Realty Trust

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 2)*

Under the Securities Exchange Act of 1934

WINTHROP REALTY TRUST

(Name of Issuer)

Common Shares of Beneficial Interest

(Title of Class of Securities)

976391300

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SEC 1745 (3-06)

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Investment Master Fund, L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 0 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 0.0%
	12	Type of Reporting Person (See Instructions) PN

2

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Advisors, L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 0 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 0.0%
	12	Type of Reporting Person (See Instructions) PN

3

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Capital Management, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 0 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 0.0%
	12	Type of Reporting Person (See Instructions) OO

4

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Management, L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 0 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 0.0%
	12	Type of Reporting Person (See Instructions) PN

5

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Management GP, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 0 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 0.0%
	12	Type of Reporting Person (See Instructions) OO

6

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Strategies Master Fund Ltd.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 1,512,744 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 1,512,744 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,512,744 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 4.2%
	12	Type of Reporting Person (See Instructions) CO

7

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Master Fund Ltd.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 487,448 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 487,448 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 487,448 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 1.3%
	12	Type of Reporting Person (See Instructions) CO

8

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo ST Fund Management LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 2,000,192 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 2,000,192 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,192 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 5.5%
	12	Type of Reporting Person (See Instructions) OO

9

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo ST Operating LP
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 2,000,192 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 2,000,192 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,192 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 5.5%
	12	Type of Reporting Person (See Instructions) PN

10

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo ST Capital LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 2,000,192 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 2,000,192 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,192 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 5.5%
	12	Type of Reporting Person (See Instructions) OO

11

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). ST Management Holdings LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 2,000,192 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 2,000,192 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,192 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 5.5%
	12	Type of Reporting Person (See Instructions) OO

12

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Spectrum Fund, L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 97,507 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 97,507 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 97,507 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 0.3%
	12	Type of Reporting Person (See Instructions) PN

13

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Spectrum Advisors, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 97,507 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 97,507 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 97,507 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 0.3%
	12	Type of Reporting Person (See Instructions) OO

14

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Spectrum Management, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 97,507 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 97,507 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 97,507 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 0.3%
	12	Type of Reporting Person (See Instructions) OO

15

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo TR Opportunistic Ltd.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 189,119 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 189,119 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 189,119 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 0.5%
	12	Type of Reporting Person (See Instructions) CO

16

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Total Return Master Fund LP
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 189,119 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 189,119 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 189,119 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 0.5%
	12	Type of Reporting Person (See Instructions) PN

17

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Total Return Management LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 189,119 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 189,119 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 189,119 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 0.5%
	12	Type of Reporting Person (See Instructions) OO

18

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo A-N Credit Fund (Delaware), L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 715,354 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 715,354 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 715,354 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 2.0%
	12	Type of Reporting Person (See Instructions) PN

19

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo A-N Credit Management, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 715,354 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 715,354 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 715,354 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 2.0%
	12	Type of Reporting Person (See Instructions) OO

20

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Management, L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 3,002,172 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 3,002,172 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,002,172 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row (9) 8.2%
	12	Type of Reporting Person (See Instructions) PN

21

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Management GP, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 3,002,172 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 3,002,172 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,002,172 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row (9) 8.2%
	12	Type of Reporting Person (See Instructions) OO

22

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings II, L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 97,507 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 97,507 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 97,507 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 0.3%
	12	Type of Reporting Person (See Instructions) PN

23

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings II GP, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 97,507 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 97,507 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 97,507 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 0.3%
	12	Type of Reporting Person (See Instructions) OO

24

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management Holdings, L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 3,002,172 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 3,002,172 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,002,172 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row (9) 8.2%
	12	Type of Reporting Person (See Instructions) PN

25

CUSIP No. 976391300
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management Holdings GP, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 3,002,172 common shares of beneficial interest
			7		Sole Dispositive Power
			8		Shared Dispositive Power 3,002,172 common shares of beneficial interest
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,002,172 common shares of beneficial interest
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row (9) 8.2%
	12	Type of Reporting Person (See Instructions) OO

26

Item 1.	(a)	Name of Issuer Winthrop Realty Trust
	(b)	Address of Issuer’s Principal Executive Offices 7 Bulfinch Place, Suite 500 Boston, Massachusetts 02114
Item 2.	(a)	Name of Person Filing This statement is filed by (i) Apollo Value Investment Master Fund, L.P. (“Value Master Fund”), (ii) Apollo Value Advisors, L.P. (“Value Advisors”), (iii) Apollo Value Capital Management, LLC (“Value Capital Management”), (iv) Apollo Value Management, L.P. (“Value Management”), (v) Apollo Value Management GP, LLC (“Value Management GP”), (vi) Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”), (vii) Apollo Credit Master Fund Ltd. (“Credit Master Fund”), (viii) Apollo ST Fund Management LLC (“ST Management”), (ix) Apollo ST Operating LP (“ST Operating”), (x) Apollo ST Capital LLC (“ST Capital”), (xi) ST Management Holdings LLC (“ST Management Holdings”), (xii) Apollo Capital Spectrum Fund, L.P. (“Capital Spectrum”), (xiii) Apollo Capital Spectrum Advisors, LLC (“Capital Spectrum Advisors”), (xiv) Apollo Capital Spectrum Management, LLC (“Capital Spectrum Management”), (xv) Apollo TR Opportunistic Ltd. (“TR Opportunistic”), (xvi) Apollo Total Return Master Fund LP (“TR Master Fund”), (xvii) Apollo Total Return Management LLC (“TR Management”), (xviii) Apollo A-N Credit Fund (Delaware), L.P. (“A-N Credit”), (xix) Apollo A-N Credit Management, LLC (“A-N Credit Management”), (xx) Apollo Capital Management, L.P. (“Capital Management”), (xxi) Apollo Capital Management GP, LLC (“Capital Management GP”), (xxii) Apollo Principal Holdings II, L.P. (“Principal II”), (xxiii) Apollo Principal Holdings II GP, LLC (“Principal II GP”), (xxiv) Apollo Management Holdings, L.P. (“Management Holdings”), and (xxv) Apollo Management Holdings GP, LLC (“Management Holdings GP”).  Value Master Fund, Value Advisors, Value Capital Management, Value Management, Value Management GP, Credit Strategies, Credit Master Fund, ST Management, ST Operating, ST Capital, ST Management Holdings, Capital Spectrum, Capital Spectrum Advisors, Capital Spectrum Management, TR Opportunistic, TR Master Fund, TR Management, A-N Credit, A-N Credit Management, Capital Management, Capital Management GP, Principal II, Principal II GP, Management Holdings and Management Holdings GP are collectively referred to herein as the “Reporting Persons.”  Value Master Fund no longer holds any Common Shares of the Issuer and following this Amendment No. 2 to Schedule 13G, Value Master Fund, Value Advisors, Value Capital Management, Value Management, Value Management GP will no longer be included as Reporting Persons. Credit Strategies, Credit Master Fund, Capital Spectrum, TR Opportunistic and A—N Credit each hold Common Shares of the Issuer.  Value Advisors serves as the managing general partner of Value Master Fund, and Value Capital Management serves as the general partner of Value Advisors.  Value Management serves as the manager of Value Master Fund, and Value Management GP serves as the general partner of Value Management.  ST Management serves as the investment manager for Credit Strategies and Credit Master Fund.  ST Operating is the sole member of ST Management.  The

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	general partner of ST Operating is ST Capital.  ST Management Holdings is the sole member of ST Capital.  Capital Spectrum Advisors serves as the general partner of Capital Spectrum, and Capital Spectrum Management serves as the investment manager for Capital Spectrum.  TR Master Fund is the sole shareholder of TR Opportunistic, and TR Management serves as the investment manager for TR Master Fund.  A-N Credit Management serves as the investment manager for A-N Credit. Capital Management serves as the sole member and manager of Value Management GP, ST Management Holdings, Capital Spectrum Management, TR Management and A-N Credit Management, and Capital Management GP serves as the general partner of Capital Management.  Principal II serves as the sole member and manager of Value Capital Management and Capital Spectrum Advisors, and Principal II GP serves as the general partner of Principal II.  Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings.
(b)	Address of Principal Business Office or, if none, Residence The principal office of Value Master Fund, Credit Strategies, Credit Master Fund, Capital Spectrum, TR Opportunistic and TR Master Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1 1104, Cayman Islands.  The principal office of Value Advisors, Value Capital Management, Capital Spectrum Advisors, A-N Credit, Principal II and Principal II GP is One Manhattanville Road, Suite 201, Purchase, New York 10577.  The principal office of each of Value Management, Value Management GP, ST Management, ST Operating, ST Capital, ST Management Holdings, Capital Spectrum Management, TR Management, A-N Credit Management, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019.
(c)	Citizenship Value Advisors, Value Management, ST Operating, A-N Credit, Capital Management, Principal II and Management Holdings are each Delaware limited partnerships.  Value Capital Management, Value Management GP, ST Management, ST Capital, ST Management Holdings, Capital Spectrum Advisors, Capital Spectrum Management, TR Management, A-N Credit Management, Capital Management GP, Principal II GP and Management Holdings GP are each Delaware limited liability companies. Value Master Fund, Capital Spectrum and TR Master Fund are each exempted limited partnerships registered in the Cayman Islands.  Credit Strategies, Credit Master Fund and TR Opportunistic are each exempted companies incorporated in the Cayman Islands with limited liability.
(d)	Title of Class of Securities Common shares of beneficial interest (the “Common Shares”).
(e)	CUSIP Number 976391300

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Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	Not applicable.
Item 4.	Ownership.
	(a)	Amount beneficially owned:
		Value Master Fund:	0
		Value Advisors:	0
		Value Capital Management:	0
		Value Management:	0
		Value Management GP:	0
		Credit Strategies:	1,512,744
		Credit Master Fund:	487,448
		ST Management:	2,000,192
		ST Operating:	2,000,192
		ST Capital:	2,000,192
		ST Management Holdings:	2,000,192
		Capital Spectrum:	97,507
		Capital Spectrum Advisors:	97,507
		Capital Spectrum Management:	97,507
		TR Opportunistic:	189,119
		TR Master Fund:	189,119
		TR Management:	189,119
		A-N Credit:	715,354
		A-N Credit Management:	715,354
		Capital Management:	3,002,172
		Capital Management GP:	3,002,172
		Principal II:	97,507
		Principal II GP:	97,507
		Management Holdings:	3,002,172
		Management Holdings GP:	3,002,172
		Credit Strategies, Credit Master Fund, Capital Spectrum, TR Opportunistic and A-N Credit each disclaims beneficial ownership of all Common Shares of the Issuer included in this report other than the Common Shares held of record by such Reporting Person, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.  Value Master Fund, Value Advisors, Value Capital Management, Value Management, Value Management GP, ST Management, ST Operating, ST Capital, ST Management Holdings, Capital Spectrum Advisors, Capital Spectrum Management, TR Master Fund, TR Management, A-N Credit Management, Capital Management, Capital Management GP, Principal II, Principal II GP, Management Holdings and Management Holdings GP , and Messrs. Leon Black, Joshua Harris and Marc Rowan, the managers of Principal II GP, and the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all Common Shares included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner

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	of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(b)	Percent of class:
	Value Master Fund:		0.0		%
	Value Advisors:		0.0		%
	Value Capital Management:		0.0		%
	Value Management:		0.0		%
	Value Management GP:		0.0		%
	Credit Strategies:		4.2		%
	Credit Master Fund:		1.3		%
	ST Management:		5.5		%
	ST Operating:		5.5		%
	ST Capital:		5.5		%
	ST Management Holdings:		5.5		%
	Capital Spectrum:		0.3		%
	Capital Spectrum Advisors:		0.3		%
	Capital Spectrum Management:		0.3		%
	TR Opportunistic:		0.5		%
	TR Master Fund:		0.5		%
	TR Management:		0.5		%
	A-N Credit:		2.0		%
	A-N Credit Management:		2.0		%
	Capital Management:		8.2		%
	Capital Management GP:		8.2		%
	Principal II:		0.3		%
	Principal II GP:		0.3		%
	Management Holdings:		8.2		%
	Management Holdings GP:		8.2		%
	The percentage amounts are based on 36,425,084 Common Shares outstanding as of November 6, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2014.
(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote:    0 for all Reporting Persons
	(ii)	Shared power to vote or to direct the vote:
		Value Master Fund		0
		Value Advisors:		0
		Value Capital Management:		0
		Value Management:		0
		Value Management GP:		0
		Credit Strategies:		1,512,744
		Credit Master Fund:		487,448
		ST Management:		2,000,192
		ST Operating:		2,000,192
		ST Capital:		2,000,192
		ST Management Holdings:		2,000,192

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			Capital Spectrum:	97,507
			Capital Spectrum Advisors:	97,507
			Capital Spectrum Management:	97,507
			TR Opportunistic:	189,119
			TR Master Fund:	189,119
			TR Management:	189,119
			A-N Credit:	715,354
			A-N Credit Management:	715,354
			Capital Management:	3,002,172
			Capital Management GP:	3,002,172
			Principal II:	97,507
			Principal II GP:	97,507
			Management Holdings:	3,002,172
			Management Holdings GP:	3,002,172
		(iii)	Sole power to dispose or to direct the disposition of:    0 for all Reporting Persons
		(iv)	Shared power to dispose or to direct the disposition of:
			Value Master Fund:		0
			Value Advisors:		0
			Value Capital Management:		0
			Value Management:		0
			Value Management GP:		0
			Credit Strategies:		1,512,744
			Credit Master Fund:		487,448
			ST Management:		2,000,192
			ST Operating:		2,000,192
			ST Capital:		2,000,192
			ST Management Holdings:		2,000,192
			Capital Spectrum:		97,507
			Capital Spectrum Advisors:		97,507
			Capital Spectrum Management:		97,507
			TR Opportunistic:		189,119
			TR Master Fund:		189,119
			TR Management:		189,119
			A-N Credit:		715,354
			A-N Credit Management:		715,354
			Capital Management:		3,002,172
			Capital Management GP:		3,002,172
			Principal II:		97,507
			Principal II GP:		97,507
			Management Holdings:		3,002,172
			Management Holdings GP:		3,002,172
Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x WITH RESPECT TO VALUE MASTER FUND, VALUE ADVISORS, VALUE CAPITAL MANAGEMENT, VALUE MANAGEMENT, VALUE MANAGEMENT GP ONLY

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Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	Not applicable.
Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certification.
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[The remainder of this page intentionally left blank.]

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  February 16, 2016

APOLLO VALUE INVESTMENT MASTER FUND, L.P.
By:		Apollo Value Advisors, L.P.
		its managing general partner
		By:		Apollo Value Capital Management, LLC
				its general partner
				By:	/s/ Joseph D. Glatt
					Joseph D. Glatt
					Vice President
APOLLO VALUE ADVISORS, L.P.
By:	Apollo Value Capital Management, LLC
	its general partner
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO VALUE CAPITAL MANAGEMENT, LLC
By:		/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President
APOLLO VALUE MANAGEMENT, L.P.
By:	Apollo Value Management GP, LLC
	its general partner
	By:		/s/ Joseph D. Glatt
			Joseph D. Glatt
			Vice President

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APOLLO VALUE MANAGEMENT GP, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO CREDIT STRATEGIES MASTER FUND LTD.
By:	Apollo ST Fund Management LLC
	its investment manager
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President
APOLLO CREDIT MASTER FUND LTD.
By:	Apollo ST Fund Management LLC
	its investment manager
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President
APOLLO ST FUND MANAGEMENT LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO ST OPERATING LP
By:	Apollo ST Capital LLC
	its general partner
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President
APOLLO ST CAPITAL LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President

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ST MANAGEMENT HOLDINGS LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO CAPITAL SPECTRUM FUND, L.P.
By:	Apollo Capital Spectrum Advisors, LLC
	its general partner
	By:			/s/ Joseph D. Glatt
				Joseph D. Glatt
				Vice President
APOLLO CAPITAL SPECTRUM ADVISORS, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO CAPITAL SPECTRUM MANAGEMENT, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO TR OPPORTUNISTIC LTD.
By:	Apollo Total Return Master Fund LP
	its sole shareholder
	By:		Apollo Total Return Advisors LP
			its general partner
		By:				Apollo Total Return Advisors GP LLC
						its general partner
					By:		/s/ Joseph D. Glatt
							Joseph D. Glatt
							Vice President

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APOLLO TOTAL RETURN MASTER FUND LP
By:	Apollo Total Return Advisors LP
	its general partner
	By:	Apollo Total Return Advisors GP LLC
		its general partner
		By:		/s/ Joseph D. Glatt
				Joseph D. Glatt
				Vice President
APOLLO TOTAL RETURN MANAGEMENT LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO A-N CREDIT FUND (DELAWARE), L.P.
By:	Apollo A-N Credit Advisors (APO FC Delaware), L.P.
	its general partner
	By:	Apollo A-N Credit Advisors (APO FC-GP), LLC
		its general partner
		By:	/s/ Joseph D. Glatt
			Joseph D. Glatt
			Vice President
APOLLO A-N CREDIT MANAGEMENT, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO CAPITAL MANAGEMENT, L.P.
By:	Apollo Capital Management GP, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President

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APOLLO CAPITAL MANAGEMENT GP, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO PRINCIPAL HOLDINGS II, L.P.
By:	Apollo Principal Holdings II GP, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President
APOLLO PRINCIPAL HOLDINGS II GP, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO MANAGEMENT HOLDINGS, L.P.
By:	Apollo Management Holdings GP, LLC
	its general partner
	By:		/s/ Joseph D. Glatt
			Joseph D. Glatt
			Vice President
APOLLO MANAGEMENT HOLDINGS GP, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President

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