8-K

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) March 5, 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 2.02. Results of Operations and Financial Condition

On March 5, 2015, Winthrop Realty Trust (the “Trust”) issued a press release announcing its financial results for the three months ended December 31, 2014.  A copy of the release is furnished as Exhibit 99.1 to this Report on Form 8-K.

The information in this section of 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 7.01. Regulation FD Disclosure.

On March 5, 2015, the Trust made available supplemental information, which the Trust refers to as the Supplemental Reporting Package.  A copy of the Supplemental Reporting Package is furnished herewith as Exhibit 99.2 and is available at the Trust’s website, www.winthropreit.com under the “Investor Relations” tab.

Also on March 5, 2015, the Trust’s management discussed the Trust’s financial results for the quarter and year ended December 31, 2014 on a conference call with analysts and investors.  A replay of the conference call is available through April 6, 2015 by dialing (877) 660-6853; conference ID 13599663.  Both a transcript of the conference call and an online replay of the conference call is also available on the Trust’s website at www.winthropreit.com under the “News and Events” tab.

The information in this section of this Report on Form 8-K and Exhibit 99.2 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) Exhibits

99.1 Press Release dated March 5, 2015

99.2 Supplemental Reporting Package for the period ended December 31, 2014

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 5th day of March, 2015.

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

Exhibit Index

99.1  Press Release dated March 5, 2015

99.2  Supplemental Reporting Package for the period ended December 31, 2014

EX-99.1

WINTHROP REALTY TRUST ANNOUNCES RESULTS FOR

FOURTH QUARTER 2014

FOR IMMEDIATE RELEASE

Boston, Massachusetts – March 5, 2015 – Winthrop Realty Trust (NYSE:FUR) (the “Company” or “Winthrop”), which is liquidating and winding down pursuant to a plan of liquidation, announced today its financial and operating results for the fourth quarter ended December 31, 2014.

Financial Results

Liquidation Basis of Accounting

As a result of the shareholder approval of the plan of liquidation on August 5, 2014, effective August 1, 2014, in accordance with Generally Accepted Accounting Principles (“GAAP”), the Company began reporting its financial results on the liquidation basis of accounting.  The liquidation basis of accounting requires, among other things, that management estimate sales proceeds on an undiscounted basis as well as include in the Company’s assets and liabilities the undiscounted estimate of future revenues and expenses of the Company.  The estimated net assets in liquidation at December 31, 2014 would result in liquidating distributions of approximately $16.33 per common share.  This estimate of future liquidating distributions includes projections of costs and expenses to be incurred during the period required to complete the plan of liquidation.  There is inherent uncertainty with these projections and, accordingly, these projections could change materially based on a number of factors both within and outside of Winthrop’s control including the timing of the sales, the performance of the underlying assets and any changes in the underlying assumptions of projected cash flows.

After giving effect to the $2.25 per common share distribution which was paid on January 15, 2015 and accrued at December 31, 2014, this estimate represents an increase in liquidating distributions of $0.23 per common share over the Company’s estimate at September 30, 2014.  The increase is primarily the result of increased liquidation values for our investments in Concord Debt Holdings and CDH CDO offset by decreases in liquidation values of our investments in Vintage Housing Holdings and our Edens-Norridge loan receivable due to shorter than anticipated holding periods.  No change has been made to the valuation of the Company’s investment in 701 Times Square.

Michael L. Ashner, Chairman and CEO stated, “We continue to be pleased at both the speed with which the plan of liquidation is proceeding and the pricing levels which we are encountering.  We see no reason for these trends to change in the near term.”

2014 Fourth Quarter Activity and Subsequent Events

Assets Sold

· 1515 Market Street – Philadelphia, Pennsylvania – sold its office property located at 1515 Market Street, Philadelphia, Pennsylvania and received net proceeds from the sale of approximately $40.3 million.

· San Pedro Luxury Apartments - the venture in which Winthrop holds an approximately 84% interest sold its San Pedro apartment building in San Pedro, California.  The entire net proceeds of $23.1 million were used to pay down the $150.0 million loan made by KeyBank National Association to the venture in accordance with the terms of the loan agreement.

· Waterford Place Apartments – sold its Waterford Place apartment building in Memphis, Tennessee and received net proceeds from the sale of approximately $15.3 million.

· 5400 Westheimer – sold its interest in the venture that owns the property located at 5400 Westheimer Court, Houston, Texas and received net proceeds from the sale, together with the satisfaction of a note payable due to Winthrop from the venture, of approximately $10.7 million.

· Sealy Northwest Atlanta – sold to its venture partner its interest in Sealy Northwest Atlanta and received net proceeds from the sale of approximately $5.6 million.

· Pinnacle II B-Note – sold the B-Note with an outstanding principal balance of $5.0 million for net proceeds of approximately $5.0 million.

· Burlington, Vermont – sold its office property located in South Burlington, Vermont and received net proceeds from the sale of approximately $2.5 million.

· Kroger - Louisville, Kentucky – sold its property in Louisville, Kentucky that is net leased to Kroger Foods and received net proceeds from the sale of approximately $2.3 million.

· Kroger - Greensboro, North Carolina – sold its property in Greensboro, North Carolina that is net leased to Kroger Foods and received net proceeds from the sale of approximately $1.7 million.

· Kroger - Atlanta, Georgia – sold its property in Atlanta, Georgia that is net leased to Kroger Foods and received net proceeds from the sale of approximately $1.5 million.

Loans Repaid

· Playa Vista – received approximately $34.0 million from the payment in full on the mezzanine loan secured by the office complex in Playa Vista, California and the equity participation interest in the underlying collateral.

· Edens Center-Norridge Commons – received a principal payment of $15.3 million in connection with the sale of the Norridge Commons property leaving an outstanding principal balance of $220,000.

Assets Under Contract for Sale

· Vintage Housing Holdings – entered into an agreement to sell its interest.  The sale, which is subject to customary conditions, including obtaining certain third party consents, is expected to close, if at all, in the second quarter of 2015.  Winthrop estimates that the net proceeds from the sale will be approximately $85.6 million.

· 44 Monroe – the venture in which Winthrop holds an approximately 84% interest entered into an agreement to sell its 44 Monroe apartment building in Phoenix, Arizona for approximately $50.7 million.  In accordance with the terms of the loan agreement, the entire net proceeds will be used to further pay down the $150.0 million loan made by KeyBank National Association which has a current outstanding balance of $126.9 million.

Common Shares

· On January 15, 2015 paid a liquidating distribution of $2.25 per common share to shareholders of record on January 5, 2015.

Conference Call Information

The Company will host a conference call to discuss its fourth quarter 2014 activities today, Thursday, March 5, 2015 at 12:00 pm Eastern Time.  Interested parties may access the live call by dialing (877) 407-9205 or (201) 689-8054, or via the Internet at www.winthropreit.com within the News and Events section.  An online replay will be available for one year.  A replay of the call will be available through April 6, 2015 by dialing (877) 660-6853; conference ID 13599663.

About Winthrop Realty Trust

Winthrop, headquartered in Boston, Massachusetts, is a NYSE-listed real estate investment trust (REIT).  Winthrop’s shareholders recently adopted a plan of liquidation pursuant to which Winthrop is liquidating and winding down and, in connection therewith, is seeking to sell its assets in an orderly fashion to maximize shareholder value.  For more information, please visit our web-site at www.winthropreit.com.

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Forward-Looking Statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.  The statements in this release state the Company’s and management's hopes, intentions, beliefs, expectations or projections of the future and are forward-looking statements for which the Company claims the protections of the safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995.  It is important to note that future events and the Company’s actual results could differ materially from those described in or contemplated by such forward-looking statements.  Factors that could cause actual results to differ materially from current expectations include, but are not limited to, (i) general economic conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business, (iii) local real estate conditions, (iv) increases in interest rates, (v) increases in operating costs and real estate taxes, (vi) changes in accessibility of debt and equity capital markets and (vii) defaults by borrowers on loans.  Additional information concerning factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company's filings with the Securities and Exchange Commission, copies of which may be obtained from the Company or the Securities and Exchange Commission.  The Company refers you to the documents filed by the Company from time to time with the Securities and Exchange Commission, specifically the section titled "Risk Factors" in the Company's most recent Annual Report on Form 10-K, as may be updated or supplemented in the Company's Form 10-Q filings, which discuss these and other factors that could adversely affect the Company's results.

 CONSOLIDATED STATEMENT OF NET ASSETS

 (Liquidation Basis)

 (unaudited, in thousands)

	December 31,
	2014
ASSETS
Investments in real estate	$	557,325
Equity investments		389,921
Cash and cash equivalents		127,583
Restricted cash held in escrows		5,831
Loans receivable		24,005
Secured financing receivable		29,210
Accounts receivable		1,468
Loan securities		918
TOTAL ASSETS		1,136,261
LIABILITIES
Mortgage loans payable		296,954
Senior notes payable		71,265
Liability for non-controlling interests		46,564
Liability for estimated costs in excess of estimated receipts during liquidation		31,253
Dividends payable		82,353
Accounts payable, accrued liabilities and other liabilities		10,794
Related party fees payable		2,374
TOTAL LIABILITIES		541,557
COMMITMENTS AND CONTINGENCIES
Net assets in liquidation	$	594,704

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Further details regarding the Company’s results of operations, properties, joint ventures and tenants are available in the Company’s Form 10-K for the year ended December 31, 2014 which will be filed with the Securities and Exchange Commission and will be available for download at the Company’s website www.winthropreit.com or at the Securities and Exchange Commission website www.sec.gov.

# # #

Contact Information:

AT THE COMPANY

John Garilli

Chief Financial Officer

(617) 570-4614

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EX-99.2

Winthrop Realty Trust

Supplemental Operating and Financial Data

For the Period Ended December 31, 2014

Winthrop Realty Trust

Comparison of 2014 Realized Sales Proceeds to December 31, 2013 Net Asset Value

	December 31, 2013 Reported NAV Range					Sales Costs Adjustment [1]			December 31, 2013 Modified NAV Range					Date Sold/Repaid	Actual Proceeds After Sales Costs [3]
Loans sold/repaid
Hotel Wales  - Whole Loan	$	6,000	to	$	6,000	$	-		$	6,000	to	$	6,000	7-Feb-14	$	6,002
San Marbeya - Whole  Loan		13,810	to		13,810		-			13,810	to		13,810	7-Feb-14		13,726
500-512 Seventh Ave - B Note		10,373	to		10,373		-			10,373	to		10,373	7-Feb-14		10,344
Wellington Tower - Mezzanine Loan		3,102	to		3,102		-			3,102	to		3,102	7-Feb-14		3,102
Legacy Orchard - Corporate Loan		9,750	to		9,750		-			9,750	to		9,750	11-Feb-14		9,790
Queensridge - Whole Loan		4,600	to		4,600		-			4,600	to		4,600	31-Mar-14		4,695
The Shops at Wailea - B Note		7,644	to		7,644		-			7,644	to		7,644	7-Aug-14		7,556
Stamford - Mezzanine		9,415	to		9,415		-			9,415	to		9,415	6-Aug-14		9,450
Pinnacle - B Note		5,108	to		5,108		-			5,108	to		5,108	22-Oct-14		4,970
Playa Vista - Mezzanine Loan		12,823	to		14,323		-			12,823	to		14,323	9-Dec-14		19,959	[4	]
Operating Properties Sold
Newbury Apartments - Meriden CT		5,600	to		5,600		(766	)		4,834	to		4,834	26-Feb-14		5,734
River City - Chicago, IL		5,493	to		5,493		-			5,493	to		5,493	5-Mar-14		5,800
High Point - Hillside, IL		-	to		-		-			-	to		-	5-Mar-14		-
1701 E. Woodfield - Shaumburg, IL		1	to		301		-			1	to		301	5-Mar-14		150
Enterprise - Westchester, IL		-	to		45		-			-	to		45	5-Mar-14		50
Crossroads I and II - Englewood, CO		30,175	to		30,175		(466	)		29,709	to		29,709	1-May-14		30,634
Amherst - Amherst, NY		24,027	to		25,743		(712	)		23,315	to		25,031	25-Jun-14		23,788
Fenway Wateridge - San Diego, CA		350	to		840		-			350	to		840	6-Aug-14		2,383
223 West Jackson - Chicago, IL		5,804	to		6,001		-			5,804	to		6,001	8-Sep-14		5,769
5400 Westheimer - Houston, TX		7,616	to		11,402		-			7,616	to		11,402	15-Oct-14		10,750
Waterford Apartments - Memphis, TN		15,787	to		16,992		(344	)		15,443	to		16,648	16-Oct-14		15,516
Kroger  -Atlanta, GA		1,992	to		2,158		(112	)		1,880	to		2,046	20-Oct-14		1,464
Kroger - Greensboro, NC		2,444	to		2,750		(42	)		2,402	to		2,708	20-Oct-14		1,708
San Pedro - San Pedro, CA [2]		20,290	to		20,290		(481	)		19,809	to		19,809	24-Oct-14		23,319	[2	]
South Burlington, VT		1,991	to		2,305		(147	)		1,844	to		2,158	23-Dec-14		2,552
Kroger - Louisville, KY		1,945	to		2,140		(180	)		1,765	to		1,960	25-Nov-14		2,320
1515 Market Street - Philadelphia, PA		27,807	to		32,980		(3,433	)		24,374	to		29,547	2-Dec-14		40,304
Sealy Joint Venture - Northwest Atlanta		2,546	to		3,215		-			2,546	to		3,215	23-Dec-14		5,641
Totals Year to Date	$	236,493	to	$	252,555	$	(6,683	)	$	229,810	to	$	245,872		$	267,476

Notes

[1] At December 31, 2013, the Net Asset Value reported did not deduct for any costs estimated to be incurred in connection with a sale of the asset.  In order to present a comparable analysis,management has adjusted the previously reported Net Asset Value to give effect for the actual sales costs incurred.

[2] The San Pedro property was encumbered by a cross collateralized loan of $150.0 million.  All of the net proceeds were utilized to pay down the $150.0 million mortgage debt.  The asset valuepresented as of December 31, 2013 is the net proceeds before the paydown of the debt.

[3] Includes sales costs only and does not include prorations for accrued real estate taxes, other liabilities or cash.  Those amounts were reported in the December 31, 2013 supplementseparately under cash and accounts payable.

[4] At December 31, 2013 the Trust owned a 50% interest in this loan.  The remaining 50% interest was purchased in 2014, for $14.0 million, which has been deducted from the actual proceeds

CONSOLIDATED STATEMENT OF NET ASSETS

(Liquidation Basis)

(unaudited, in thousands)

	December 31,
	2014
ASSETS
Investments in real estate	$	557,325
Equity investments		389,921
Cash and cash equivalents		127,583
Restricted cash held in escrows		5,831
Loans receivable		24,005
Secured financing receivable		29,210
Accounts receivable		1,468
Loan securities		918
TOTAL ASSETS		1,136,261
LIABILITIES
Mortgage loans payable		296,954
Senior notes payable		71,265
Liability for non-controlling interests		46,564
Liability for estimated costs in excess of estimated receipts during liquidation		31,253
Dividends payable		82,353
Accounts payable, accrued liabilities and other liabilities		10,794
Related party fees payable		2,374
TOTAL LIABILITIES		541,557
COMMITMENTS AND CONTINGENCIES
Net assets in liquidation	$	594,704

WINTHROP REALTY TRUST INVESTOR INFORMATION

TRANSFER AGENT		INVESTOR RELATIONS
Computershare Written Requests: P.O. Box 43078 Providence, RI 02940 phone: 800.622.6757 (US, Canada and Puerto Rico) phone: 781.575.4735 (outside US) Overnight Delivery: 250 Royall Street Canton, MA 02021 Internet Inquiries : Investor Centre™ website at www.computershare.com/investor	Carolyn Tiffany, Investor Relations Winthrop Realty Trust P.O. Box 9507 7 Bulfinch Place, Suite 500 Boston, MA 02114-9507 phone: 617.570.4614 fax: 617.570.4746