Winthrop Realty Liquidating Trust 8-K Regulation FD Disclosure

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) February 13, 2015

WINTHROP REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

Ohio

(State or Other Jurisdiction of Incorporation)

001-06249		34-6513657
(Commission File Number)		(I.R.S. Employer Identification No.)
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts		02114
(Address of Principal Executive Offices)		(Zip Code)
	(617) 570-4614
(Registrant's Telephone Number, Including Area Code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

o Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 REGULATION FD

On January 23, 2015, WRT-Property Holdings LLC, an indirect wholly-owned subsidiary of Winthrop Realty Trust (the “Trust”) entered into a purchase agreement (the “Purchase Agreement”) with Kennedy-Wilson Holdings, Inc. (“KW”) to sell its interest in Vintage Housing Holdings, LLC (“VHH”).  The purchase price, which was determined through direct negotiations between the Trust and KW, is approximately $85.6 million.

KW’s $7.5 million deposit under the Purchase Agreement became non-refundable (subject to customary termination rights for, among other conditions, failure to obtain consents, a breach of the Purchase Agreement by the Trust or not permitted by law) on February 13, 2015.  The closing of the acquisition is expected to be consummated in the first half of 2015, subject to customary closing conditions.

The information in this report (including Exhibit 99.1) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 8.01 Other Items

On February 17, 2015, the Trust issued a press release with respect to the transaction described in Item 7.01.  A copy of the Press Release is furnished as Exhibit 99.1 to this Report on Form 8-K.

The information in this Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(c)   99.1 Exhibits   Press Release dated February 17, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 17th day of February, 2015.

WINTHROP REALTY TRUST
By:	/s/ Carolyn Tiffany
	Carolyn Tiffany
	President

Exhibit Index

99.1 Press Release dated February 17, 2015