As filed with the Securities and Exchange Commission on March 1, 2016

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

DIVIDEND CAPITAL DIVERSIFIED PROPERTY

FUND INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Unclassified Common Stock, $0.01 par value per share

(Title of Class of Securities)

25537M100

(CUSIP Number of Class of Securities)

Joshua J. Widoff, Esq.

Executive Vice President, Secretary and General Counsel

Dividend Capital Diversified Property Fund Inc.

518 Seventeenth Street, 17th Floor

Denver, Colorado 80202

(303) 228-2200

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

Robert H. Bergdolt, Esq.

Christopher R. Stambaugh

DLA Piper LLP (US)

4141 Parklake Avenue, Suite 300

Raleigh, North Carolina 27612-2350

(919) 786-2000

CALCULATION OF FILING FEE

Transaction valuation:	Amount of filing fee*:
$30,000,000 (a)	$3,021 (b)

(a) Calculated as the maximum aggregate purchase price to be paid for shares of unclassified common stock.

(b) The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $100.70 per million of the aggregate amount of cash offered by the Company.

x  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$3,021	Filing Party:	Dividend Capital Diversified Property Fund Inc.
Form or Registration No.:	Dividend Capital Diversified Property Fund Inc.	Date Filed:	February 5, 2016

¨  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨  third-party tender offer subject to Rule 14d-1.

x  issuer tender offer subject to Rule 13e-4.

¨  going-private transaction subject to Rule 13e-3.

¨  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

¨  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

SCHEDULE TO

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on February 5, 2016 (collectively with Amendment No. 1, the “Schedule TO”) by Dividend Capital Diversified Property Fund Inc., a Maryland corporation (the “Company”), relating to the Company’s offer to purchase for cash up to 4,059,539.91 shares of the Company’s unclassified common stock, par value $0.01 per share (the “Shares”), or approximately $30 million of Shares, subject to the Company’s ability to increase the number of Shares accepted for payment in the offer by up to, but not more than, 2% of the Company’s outstanding Shares (resulting in a commensurate increase in the number of Shares by up to approximately 2.7 million Shares) without amending or extending the offer in accordance with rules promulgated by the SEC, at a purchase price of $7.39 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 5, 2016, and in the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(i) and (a)(ii), respectively. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended.

The information contained in the Offer to Purchase and the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(i) and (a)(ii), respectively, is incorporated into this Amendment No. 1 by reference in response to all the items of the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Items 1 through 11.

(1) Amendments to Clarify Maximum Number of Shares.

The words “$30 MILLION OF ITS SHARES OF OUTSTANDING UNCLASSIFIED COMMON STOCK” in the heading on the cover page of the Offer to Purchase are hereby replaced with the following:

“4,059,539.91 SHARES OF ITS OUTSTANDING UNCLASSIFIED COMMON STOCK, OR APPROXIMATELY $30 MILLION OF SHARES,”

The first full paragraph on the cover page of the Offer to Purchase is hereby replaced with the following:

Dividend Capital Diversified Property Fund Inc. (the “Company”) is offering to purchase up to 4,059,539.91 shares of the Company’s unclassified common stock, par value $0.01 per share, also referred to as “Class E” shares (“Shares” or “Class E Shares”), for cash at a purchase price equal to $7.39 per Share (the “Purchase Price”), or approximately $30 million of Shares, on the terms and conditions set forth in this Offer to Purchase and the related Letter of Transmittal and the related Instructions to Letter of Transmittal (the “Instructions”). This Offer to Purchase and the Letter of Transmittal, including the Instructions, constitute the “Offer.”

The fourth full paragraph on the cover page of the Offer to Purchase is hereby replaced with the following:

Because of the “odd lot” priority and proration provisions described in this Offer to Purchase, less than all of the Shares tendered may be purchased if more than 4,059,539.91 Shares are properly tendered and not properly withdrawn.

The third sentence of the seventh full paragraph on the cover page of the Offer to Purchase is hereby replaced with the following:

This could result in the number of Shares accepted for payment in the Offer increasing by up to approximately 2.7 million Shares.

The first sentence below the heading “How many Shares will the Company purchase? What will be the form of payment?” in the Summary Term Sheet of the Offer to Purchase is hereby replaced with the following:

We are offering to purchase for cash up to 4,059,539.91 Shares at a purchase price equal to $7.39 per Share, or approximately $30 million of Shares, subject to the terms and conditions of the Offer.

The heading “What if stockholders tender more than $30 million of Shares?” in the Summary Term Sheet of the Offer to Purchase and the four paragraphs below such heading are hereby replaced with the following:

What if stockholders tender more than 4,059,539.91 Shares?

If more than 4,059,539.91 Shares are properly tendered and not properly withdrawn, we will purchase Shares on the following basis:

• First, we will purchase all the Shares properly tendered and not properly withdrawn by any “odd lot holder” (a stockholder of less than 100 Shares) who tenders all of that holder’s Shares; and

• Second, after the purchase of all the Shares properly tendered by odd lot holders, we will purchase all other Shares properly tendered on a pro rata basis with appropriate adjustments to avoid the purchase of fractional Shares.

In addition, in accordance with rules promulgated by the SEC, we may increase the number of Shares accepted for payment in the Offer by up to, but not more than, 2% of the outstanding Shares without amending or extending the Offer. This could result in the number of Shares accepted for payment in the Offer increasing by up to approximately 2.7 million Shares.

Because of the proration and “odd lot” priority provisions described in this Offer to Purchase, it is possible that we will not purchase all of the Shares that you tender. If the Offer is oversubscribed, and you are not an odd lot holder, the amount of Shares that we purchase from you will be prorated.

If we are required to pro rate, the Paying Agent will determine the proration factor promptly following the Expiration Date. The proration factor will be based on the ratio of (i) 4,059,539.91 (or, if we increase the number of Shares accepted for payment in the Offer as described above, the increased aggregate number of Shares to be purchased pursuant to the Offer) minus the aggregate number of Shares to be purchased from odd lot holders to (ii) the total number of Shares properly tendered and not properly withdrawn by all stockholders (other than odd lot holders), with appropriate adjustments to avoid the purchase of fractional Shares. The number of Shares accepted for purchase for each stockholder (other than odd lot holders) will equal the number of Shares validly tendered by each stockholder multiplied by the proration factor. Because of the difficulty in determining the number of Shares properly tendered and not withdrawn and because of the odd lot procedure described above, we expect that we will not be able to announce the final proration factor or commence payment for any Shares purchased pursuant to the Offer until at least five business days after the Expiration Date. The preliminary results of any proration will be announced through publicly filing an amendment to the Schedule TO as promptly as practicable after the Expiration Date.

The first sentence below the heading “How will the Company pay for the Shares?” in the Summary Term Sheet of the Offer to Purchase is hereby replaced with the following:

Assuming that the Offer is fully subscribed, the value of Shares purchased in the Offer will be approximately $30 million, subject to our ability to increase the number of Shares accepted for payment in the Offer by up to, but not more than, 2% of the outstanding Shares (resulting in a commensurate increase in the dollar volume by up to approximately $20.3 million) without amending or extending the Offer in accordance with rules promulgated by the SEC.

The second paragraph under Section 1 of “The Offer” in the Offer to Purchase is hereby replaced with:

Subject to the terms and conditions of the Offer, we will purchase for cash up to 4,059,539.91 Shares which are properly tendered and not properly withdrawn prior to the Expiration Date at a purchase price equal to $7.39 per Share, or approximately $30 million of Shares. We reserve the right to extend the Offer (see Section 7). In addition, in accordance with rules promulgated by the SEC, we may increase the number of Shares accepted for payment in the Offer by up to, but not more than, 2% of the outstanding Shares without amending or extending the Offer. This could result in the number of Shares accepted for payment in the Offer increasing by up to approximately 2.7 million Shares.

The first sentence of the sixth paragraph under Section 1 of “The Offer” in the Offer to Purchase is hereby replaced with:

Because of the “odd lot” priority and proration provisions described herein, all Shares properly tendered and not properly withdrawn may not be purchased if more than 4,059,539.91 Shares are properly tendered and not properly withdrawn.

The paragraph under the sub-heading “Proration.” under Section 1 of “The Offer” in the Offer to Purchase is hereby replaced with:

Proration. The Paying Agent will determine the proration factor following the Expiration Date, if required. Subject to adjustments to avoid the purchase of fractional Shares, the proration factor will be based on the ratio of (i) 4,059,539.91 (or, if we increase the number of Shares accepted for payment in the Offer as described above, the increased aggregate number of Shares to be purchased pursuant to the Offer) minus the aggregate number of Shares to be purchased from Odd Lot Holders to (ii) the total number of Shares properly tendered and not properly withdrawn by all stockholders (other than Odd Lot Holders). The number of Shares accepted for purchase for each stockholder (other than Odd Lot Holders) will equal the number of Shares validly tendered by each stockholder multiplied by the proration factor. Because of the difficulty in determining the number of Shares properly tendered and not properly withdrawn at or below the Purchase Price, we do not expect that we will be able to announce the final proration factor or commence payment for any Shares purchased pursuant to the Offer until at least five business days after the Expiration Date. The preliminary results of any proration will be announced through publicly filing an amendment to the Schedule TO as promptly as practicable after the Expiration Date.

The first sentence of Section 5 of “The Offer” in the Offer to Purchase is hereby replaced with:

Upon the terms and subject to the conditions of the Offer, following the Expiration Date, we will accept for payment up to 4,059,539.91 Shares, or approximately $30 million of Shares, that are properly tendered and not properly withdrawn prior to the Expiration Date.

The fifth paragraph of Section 5 of “The Offer” in the Offer to Purchase is hereby replaced with:

We will purchase 4,059,539.91 Shares if the Offer is fully subscribed, which would represent approximately 3% of the issued and outstanding Shares as of February 1, 2016.

The second sentence of the sixth paragraph of Section 5 of “The Offer” in the Offer to Purchase is hereby replaced with:

If we do so, the number of Shares accepted for payment in the Offer will increase by up to approximately 2.7 million Shares.

The first sentence of the seventh paragraph of Section 5 of “The Offer” in the Offer to Purchase is hereby replaced with:

If more than 4,059,539.91 Shares are duly tendered prior to 5:00 p.m. Central Time on the Expiration Date and proration is required as described in Section 1, we will not pay for any Shares tendered until after the final proration has been completed.

The first sentence of Section 12 of “The Offer” in the Offer to Purchase is hereby replaced with:

Assuming that the Offer is fully subscribed, the value of Shares purchased in the Offer will be approximately $30 million, subject to our ability to increase the number of Shares accepted for payment in the Offer by up to, but not more than, 2% of the outstanding Shares without amending or extending the Offer in accordance with rules promulgated by the SEC.

The words “$30 Million of Shares of Unclassified Common Stock” in the heading of the Letter of Transmittal and the heading of the Important Instructions and Information Regarding the Tendering of Shares of Unclassified Common Stock of Dividend Capital Diversified Property Fund Inc., both of which are filed as part of Exhibit (a)(ii), are hereby replaced with the following:

“4,059,539.91 Shares of Unclassified Common Stock, or Approximately $30 Million of Shares,”

The words “$30 million of shares of unclassified common stock of Dividend Capital Diversified Property Fund Inc.” in the heading of the Certain Terms and Conditions of the Offer to Purchase, which is filed as part of Exhibit (a)(ii), is hereby replaced with the following:

“4,059,539.91 shares of unclassified common stock of Dividend Capital Diversified Property Fund Inc., or approximately $30 million of shares,”

(2) Amendments to Clarify Priority of Purchases.

The language following the subheading “Priority of Purchases” in Section 1 of “The Offer” in the Offer to Purchase is hereby replaced with the following:

Upon the terms and subject to the conditions of the Offer, if more than 4,059,539.91 Shares are properly tendered and not properly withdrawn prior to the Expiration Date, we will:

• First, purchase all Shares tendered by any Odd Lot Holder (as defined below) who: (1) properly completes and submits the Letter of Transmittal and the Odd Lot Certification Form included with this Offer to Purchase, and (2) properly tenders all Shares owned beneficially or of record by the Odd Lot Holder and does not properly withdraw this tender (note: tenders of less than all of the Shares owned by an Odd Lot Holder will not qualify for this preference).

• Second, purchase all other Shares properly tendered and not properly withdrawn on a pro rata basis, with appropriate adjustments to avoid purchases of fractional Shares, as described below, until we have purchased up to 4,059,539.91 Shares; provided that we may increase the number of Shares purchased by up to, but not more than, 2% of the outstanding Shares without amending or extending the Offer which, if we do so, could result in the number of Shares accepted for payment in the Offer increasing by up to approximately 2.7 million Shares.

(3) Amendments to Clarify Conditions of the Offer.

The last paragraph of Section 6 of “The Offer” in the Offer to Purchase is hereby replaced with the following:

The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition (other than any action or omission to act by us), and may be waived by us, in whole or in part, at any time and from time to time in our reasonable discretion until the Offer shall have expired or been terminated. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time until the Offer shall have expired or been terminated. However, once the Offer has expired, then all of the conditions to the Offer must have been satisfied or waived. In certain circumstances, if we waive any of the conditions described above, we may be required to extend the Expiration Date. Any determination by us concerning the events described above will be final and binding on all parties, subject to each tendering stockholder’s right to bring any dispute with respect thereto before a court of competent jurisdiction.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended by replacing Exhibit (a)(ii) with the Exhibit (a)(ii) filed with this Amendment No. 1.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule TO is true, complete and correct.

Date: March 1, 2016	Dividend Capital Diversified Property Fund Inc.
	By:	/s/ M. Kirk Scott
		M. Kirk Scott
		Chief Financial Officer and Treasurer

EXHIBIT INDEX

(a)(i)*	Offer to Purchase, dated February 5, 2016
(a)(ii)**	Form of Letter of Transmittal (including Instructions to Letter of Transmittal and Odd Lot Certification Form)
(a)(iii)*	Summary Advertisement, dated February 5, 2016
(a)(iv)*	Excerpt of disclosure from Supplement No. 5 to the prospectus for the Company’s ongoing offering of Class A, Class W and Class I shares of common stock
(a)(v)*	Buckslip Provided to Stockholders Requesting Ordinary Redemptions of Class E Shares Under Class E Share Redemption Program
(b)(i)	Amended and Restated Credit and Term Loan Agreement, incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed January 13, 2015
(d)(i)	Form of Subscription Agreement for Class A and Class W Shares, incorporated by reference to Appendix A of the Prospectus included in Pre-Effective Amendment No. 3 to the Company’s Registration Statement on Form S-11 (File No. 333-197767), filed September 4, 2015
(d)(ii)	Form of Subscription Agreement for Class I Shares, incorporated by reference to Appendix A of the Prospectus included in Pre-Effective Amendment No. 3 to the Company’s Registration Statement on Form S-11 (File No. 333-197767), filed September 4, 2015
(d)(iii)	Fourth Amended and Restated Distribution Reinvestment Plan, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed July 12, 2012
(d)(iv)	Second Amended and Restated Class E Share Redemption Program, incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K, filed December 16, 2015
(d)(v)	Second Amended and Restated Class A, W and I Share Redemption Program, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed December 17, 2014
(d)(vi)	Second Amended and Restated Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed June 24, 2015
(d)(vii)	Amended and Restated Secondary Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed June 24, 2015
(d)(viii)	Form of Director Option Agreement, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed April 7, 2006
(d)(ix)	Form of Independent Director Restricted Stock Unit Agreement, incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed March 10, 2014
(d)(x)	Restricted Stock Unit Agreement between the Company and Dividend Capital Total Advisors LLC, dated April 7, 2014, incorporated by reference to Exhibit 10.14 to Post-Effective Amendment No. 8 to the Company’s Registration Statement on Form S-11 (File No. 333-175989), filed April 11, 2014
(d)(xi)	Restricted Stock Unit Agreement between the Company and Dividend Capital Total Advisors LLC, dated February 25, 2015 (relating to 135,359 restricted stock units), incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K, filed March 3, 2015
(d)(xii)	Restricted Stock Unit Agreement between the Company and Dividend Capital Total Advisors LLC, dated February 25, 2015 (relating to 88,788 restricted stock units), incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K, filed March 3, 2015
(d)(xiii)	Form of Restricted Stock Unit Notice with Form of Restricted Stock Unit Agreement between Dividend Capital Total Advisors LLC and its Employee, incorporated by reference to Exhibit (d)(xiii) of the Company’s Tender Offer Statement on Schedule TO, filed July 7, 2015
(d)(xiv)	Form of Restricted Stock Award Agreement, incorporated by reference to Exhibit (d)(xiv) of the Company’s Tender Offer Statement on Schedule TO, filed July 7, 2015

(d)(xv)	Restricted Stock Unit Agreement between the Company and Dividend Capital Total Advisors LLC, dated February 4, 2016, incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed February 5, 2016
(h)	None.

* Previously filed.

** Filed herewith.