Winthrop Realty Liquidating Trust 8-A12B Registration of securities on exchange

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

WINTHROP REALTY TRUST

(Exact name of registrant as specified in its charter)

Ohio	34-6513657
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
7 Bulfinch Place, Suite 500
Boston, Massachusetts	02114
(Address of principal executive offices)	(Zip Code)

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

Title of each class to be so registered	Name of each exchange on which each class is to be registered
9.25% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $1.00 per share	The New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  o

Securities Act registration statement file number to which this form relates: 333-155761.

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

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant’s Securities to be Registered.

Winthrop Realty Trust (the “Company”) hereby incorporates by reference herein the description of its 9.25% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $1.00 per share (the “Series D Preferred Shares”), to be registered hereunder, set forth under the heading “Description of Series D Preferred Shares” in the Company’s prospectus supplement, dated November 18, 2011, to the prospectus, dated October 13, 2009 (the “Prospectus”), constituting part of the Registration Statement on Form S-3 (File No. 333-155761) of the Company, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), the related information under the heading “Description of Our Preferred Shares” in the Prospectus, and any description included in a form of prospectus supplement subsequently filed by the Company under Rule 424(b) under the Securities Act. The Series D Preferred Shares are expected to be listed on the New York Stock Exchange.

Item 2.               Exhibits.

The documents listed below are filed as exhibits to this registration statement:

Exhibit Number	Description
3.1	Second Amended and Restated Declaration of Trust as of May 21, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2009).
3.2	By-laws of Winthrop Realty Trust as amended and restated on November 3, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 6, 2009).
3.3	Amendment to By-laws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 6, 2010).
4.1*	Form of Certificate of Designations for Series D Cumulative Redeemable Preferred Shares of Beneficial Interest.
4.2*	Form of Specimen Certificate for the Company’s 9.25% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest.

 * Filed herewith.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: November 22, 2011

WINTHROP REALTY TRUST
By:	/s/ Michael L. Ashner
	Michael L. Ashner
	Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
3.1	Second Amended and Restated Declaration of Trust as of May 21, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2009).
3.2	By-laws of Winthrop Realty Trust as amended and restated on November 3, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 6, 2009).
3.3	Amendment to By-laws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 6, 2010).
4.1*	Form of Certificate of Designations for Series D Cumulative Redeemable Preferred Shares of Beneficial Interest.
4.2*	Form of Specimen Certificate for the Company’s 9.25% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest.

 * Filed herewith.