8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 7, 2016 (March 4, 2016)

Cole Office & Industrial REIT (CCIT II), Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland	000-55436	46-2218486
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016
(Address of principal executive offices)
(Zip Code)
(602) 778-8700
(Registrant’s telephone number, including area code)
None
(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 obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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 3.03 Material Modification to Rights of Security Holders

The information set forth under Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03 in its entirety.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As described in the charter of Cole Office & Industrial REIT (CCIT II), Inc. (the “Company”), as amended by the Articles of Amendment and as supplemented by the Articles Supplementary (collectively, the “Charter”), effective as of March 4, 2016, the Company changed the designation of its common stock to Class A shares of common stock (the “Class A Shares”) and then reclassified a portion of its Class A Shares as Class T shares of common stock (the “Class T Shares”). The Class A Shares and Class T Shares have similar voting rights, although distributions are expected to differ to pay any distribution and stockholder servicing fees (as defined in the Charter) that may be associated with the Class T Shares. In addition, the Company’s Charter provides that, in the event of a liquidation of the Company’s assets, distributions will be allocated between the share classes pursuant to the portion of the aggregate assets available for distribution to each class. Each holder of shares of a particular class of common stock will be entitled to receive, ratably with each other holder of shares of the same class, that portion of such aggregate assets available for distribution as the number of outstanding shares of such class held by such holder bears to the total number of outstanding shares of such class then outstanding.

All shares of common stock issued and outstanding prior to the filing of the Articles of Amendment and the Articles Supplementary are designated as Class A Shares following the filing of the Articles of Amendment and the Articles Supplementary.

The foregoing description of the designation of the Registrant’s common stock to Class A Shares and then reclassification of a portion of the Registrant’s Class A Shares as Class T Shares is qualified in its entirety by reference to the Articles of Amendment and Articles Supplementary, copies of which are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

3.1	Articles of Amendment to the Articles of Amendment and Restatement of Cole Office & Industrial REIT (CCIT II), Inc., filed on March 4, 2016.
3.2	Articles Supplementary to the Articles of Amendment and Restatement of Cole Office & Industrial REIT (CCIT II), Inc., filed on March 4, 2016.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 7, 2016	COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
	By:	/s/ Simon J. Misselbrook
	Name:	Simon J. Misselbrook
	Title:	Chief Financial Officer and Treasurer
		(Principal Financial Officer)

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INDEX TO EXHIBITS

Exhibit No.	Description
3.1	Articles of Amendment to the Articles of Amendment and Restatement of Cole Office & Industrial REIT (CCIT II), Inc., filed on March 4, 2016.
3.2	Articles Supplementary to the Articles of Amendment and Restatement of Cole Office & Industrial REIT (CCIT II), Inc., filed on March 4, 2016.

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EX-3.1

Exhibit 3.1

COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.

ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

FIRST: The charter (the “Charter”) of Cole Office & Industrial REIT (CCIT II), Inc., a Maryland corporation (the “Corporation”), is hereby amended to change the designation of the Corporation’s Common Stock, $.01 par value per share, to Class A Common Stock, $.01 par value per share. All references in the Charter to “Common Shares” are hereby changed to “Class A Common Shares.”

SECOND: The amendment to the Charter as set forth above has been duly advised and approved by at least a majority of the entire Board of Directors as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-605(a)(2) of the Maryland General Corporation Law.

THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.

FOURTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President and attested to by its Chief Financial Officer and Treasurer on this 4th day of March, 2016.

ATTEST:		COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
	/s/ Simon J. Misselbrook	By:	/s/ Glenn J. Rufrano
Name:	Simon J. Misselbrook	Name:	Glenn J. Rufrano
Title:	Chief Financial Officer and Treasurer	Title:	Chief Executive Officer and President

EX-3.2

Exhibit 3.2

COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.

ARTICLES SUPPLEMENTARY

Cole Office & Industrial REIT (CCIT II), Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Section 5.2 of Article V of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by duly adopted resolutions, reclassified 245,000,000 authorized but unissued shares of Class A Common Stock, $.01 par value per share, of the Corporation (the “Class A Common Shares”) as shares of Class T Common Stock, $.01 par value per share, of the Corporation (the “Class T Common Shares”), with the following preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, or terms or conditions of redemption, which, upon any restatement of the Charter, shall become part of Article V of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof. The total numbers of Class A Common Shares and Class T Common Shares which the Corporation has authority to issue after giving effect to these Articles Supplementary are 245,000,000 and 245,000,000, respectively. There has been no increase in the authorized shares of stock of the Corporation effected by these Articles Supplementary. Unless otherwise defined below, capitalized terms used below have the meanings given to them in the Charter.

Class T Common Shares

(1)    Definitions. As used herein, the following terms shall have the following meanings unless the context otherwise requires:

(a)    Dealer Manager Fee. The term “Dealer Manager Fee” shall mean the dealer manager fee payable to the Dealer Manager in connection with the sale of Shares, as described in the Corporation’s most recent Prospectus for an offering of such Shares.

(b)    Distribution and Stockholder Servicing Fee. The term “Distribution and Stockholder Servicing Fee” shall mean the distribution and stockholder servicing fee on the Class T Common Shares payable to the Dealer Manager and to be re-allowed to Soliciting Dealers, as described in the Corporation’s most recent Prospectus for an offering of Class T Common Shares, if any (or, if the Corporation is not then engaged in an offering of Class T Common Shares, then as described in the Corporation’s periodic filings with the Securities and Exchange Commission).

(c)    Net Asset Value Per Class T Common Share. The term “Net Asset Value Per Class T Common Share” shall mean the net asset value of the Corporation allocable to the Class T Common Shares, determined as described in the Corporation’s most recent Prospectus for an offering of Class T Common Shares, if any (or, if the Corporation is not then engaged in an offering of Class T Common Shares and the calculation methodology has been amended by the Board of Directors, then as described in the Corporation’s periodic filings with the Securities and Exchange Commission), divided by the number of outstanding Class T Common Shares.

(2)    Treatment as Class A Common Shares. Except as set forth in Sections 3, 4 and 5 below, the Class T Common Shares shall have identical preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as the Class A Common Shares and all provisions of the Charter applicable to the Class A Common Shares, including, without limitation, the provisions of Articles V and VI, shall apply to the Class T Common Shares.

(3)    Rights Upon Liquidation. The holder of each Class T Common Share shall be entitled to be paid, out of the assets of the Corporation that are legally available for distribution to the Stockholders, a liquidation payment equal to the Net Asset Value Per Class T Common Share.

(4)    Distributions. The per share amount of any distribution on the Class T Common Shares in relation to the per share amount of any distribution on the Class A Common Shares shall be determined as described in the Corporation’s most recent Prospectus for an offering of Class T Common Shares, if any (or, if the Corporation is not then engaged in an offering of Class T Common Shares, then as described in the Corporation’s periodic filings with the Securities and Exchange Commission).

(5)    Fees and Commission. Each Class T Common Share (other than a Class T Common Share sold pursuant to a Reinvestment Plan) shall be subject to a Selling Commission and a Dealer Manager Fee as described in the Corporation’s most recent Prospectus for an offering of Class T Common Shares, if any. Each Class T Common Share (other than a Class T Common Share sold pursuant to a Reinvestment Plan) shall be subject to a Distribution and Stockholder Servicing Fee as described in the Corporation’s most recent Prospectus for an offering of Class T Common Shares, if any (or, if the Corporation is not then engaged in an offering of Class T Common Shares, then as described in the Corporation’s periodic filings with the Securities and Exchange Commission).

SECOND: A description of the Class A Common Shares is contained in the Charter.

THIRD: The Class T Common Shares have been reclassified by the Board of Directors under the authority contained in the Charter.

FOURTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FIFTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President and attested to by its Chief Financial Officer and Treasurer on this 4th day of March, 2016.

ATTEST:		COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
	/s/ Simon J. Misselbrook	By:	/s/ Glenn J. Rufrano
Name:	Simon J. Misselbrook	Name:	Glenn J. Rufrano
Title:	Chief Financial Officer and Treasurer	Title:	Chief Executive Officer and President

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