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) November 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 November 5, 2015, Winthrop Realty Trust (the “Trust”) issued a press release announcing its financial results for the three months ended September 30, 2015.  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 November 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 November 5, 2015, the Trust’s management discussed the Trust’s financial results for the quarter ended September 30, 2015 on a conference call with analysts and investors.  A replay of the conference call is available through December 5, 2015 by dialing (877) 660-6853; conference ID 13621761.  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 8.01   Other Events

On November 5, 2015, the Trust announced that its Board of Trustees has declared a liquidating distribution of $1.00 per common share of beneficial interest which distribution is payable on December 3, 2015 to common shareholders of record on November 25, 2015.  The liquidating distribution is being paid from the Trust’s current cash reserves.

Item 9.01   Financial Statements and Exhibits.

(c)  Exhibits

99.1 Press Release dated November 5, 2015

99.2 Supplemental Reporting Package for the quarter ended September 30, 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 5th day of November, 2015.

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

Exhibit Index

99.1 Press Release dated November 5, 2015

99.2 Supplemental Reporting Package for the quarter ended September 30, 2015

EX-99.1

WINTHROP REALTY TRUST ANNOUNCES RESULTS FOR

THIRD QUARTER 2015 AND DECLARATION OF DISTRIBUTION

FOR IMMEDIATE RELEASE

Boston, Massachusetts – November 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 third quarter ended September 30, 2015.  Winthrop’s Board of Trustees has declared a liquidating distribution of $1.00 per common share of beneficial interest payable in cash on December 3, 2015 to common shareholders of record on November 25, 2015.  The liquidating distribution is being paid from Winthrop’s current cash reserves.

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, 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 September 30, 2015 would result in liquidating distributions of approximately $15.17 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 sales, the performance of underlying assets and any changes in the underlying assumptions of projected cash flows.

This current estimate represents a decrease in liquidating distributions of $0.06 per common share below the Company’s estimate at June 30, 2015.  The decrease is primarily the result of a decrease in the liquidation value for the Company’s luxury residential property in Houston, Texas due to recent downturns in the Houston market and a reduction in estimated receipts from its mixed use facility in Churchill, Pennsylvania due to a shorter expected hold period.  These decreases were partially offset by an increase in estimated receipts from the Company’s warehouse facility in Jacksonville, Florida due to an extension of the anticipated holding period of the property.  In addition, the liquidation value of the Company’s investments in the Sullivan Center and Concord Debt Holdings were increased slightly.  No change has been made to the valuation of the Company’s investment in 701 Times Square.

2015 Third Quarter Activity and Subsequent Events

Assets Sold

· Cerritos – On September 16, 2015 the Company sold its office property located in Cerritos, California for gross proceeds of $30.5 million and received net proceeds of $6.17 million after satisfaction of third party mortgage debt, closing costs and pro rations.  The gross liquidation value of the property was $30.5 million at June 30, 2015.

· Edens Center and Norridge Commons – On October 9, 2015 the Company received $3.1 million in full satisfaction of its loan receivable, accrued and unpaid interest, and its participation interest.  In addition, in connection with the loan satisfaction, the Company sold its general partner interests in Edens Center and Norridge Commons for an aggregate price of $493,000 pursuant to the terms of an existing option agreement.  The aggregate liquidation value of these interests was $3.6 million at September 30, 2015 and $3.5 million at June 30, 2015.

Assets Under Contract for Sale

· Highgrove, Stamford, Connecticut – On June 26, 2015 the venture in which the Company holds an 83.7% interest entered into a contract to sell its apartment building located in Stamford, Connecticut for gross proceeds of $90.0 million.  The sale which was scheduled to occur in October was extended until December 2015 at the buyer’s request.  The Company granted the extension in exchange for an additional $2.0 million non-refundable deposit.  Accordingly, the buyer’s aggregate $4.0 million deposit under the purchase contract is non-refundable, subject to customary closing conditions.  If consummated, the sale is expected to close in the fourth quarter of 2015.  The property is currently subject to a $77.8 million loan cross-collateralized with the Mosaic apartment property in Houston, Texas.  The loan will be satisfied in full from the sales proceeds.  After giving effect to this transaction, the venture will hold its remaining property, located in Houston, Texas, free of debt.  The liquidation value of the Stamford, Connecticut property was $90.0 million at September 30 and   June 30, 2015.

· The contract to sell the 588,000 square foot warehouse property leased primarily to Fanatics, Inc. was terminated by the buyer during its diligence period.

Senior Note Repayment

· The Company redeemed its outstanding 7.75% Senior Notes in full effective August 15, 2015.  Including accrued and unpaid interest, the aggregate redemption price paid, exclusive of Senior Notes held by Winthrop, was $72,635,081.42 (or $25.484375 per $25.00 face amount Senior Note).

Properties Currently Being Marketed for Sale

· 550 Corporetum, Lisle, IL – a 169,000 square foot multi-tenanted office property.

· Churchill, PA – a 52,000 square foot mixed use facility leased to Westinghouse Electric Company LLC.

Distribution

Winthrop’s Board of Trustees has declared a liquidating distribution of $1.00 per common share of beneficial interest payable in cash on December 3, 2015 to common shareholders of record on November 25, 2015.  The liquidating distribution is being paid from Winthrop’s current cash reserves.

Conference Call Information

The Company will host a conference call to discuss its third quarter 2015 activities today, Thursday, November 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 December 5, 2015 by dialing (877) 660-6853; conference ID 13621761.

About Winthrop Realty Trust

Winthrop, headquartered in Boston, Massachusetts, is a NYSE-listed real estate investment trust (REIT).  On August 5, 2014 Winthrop’s shareholders 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 STATEMENTS OF NET ASSETS

(Liquidation Basis)

(unaudited, in thousands)

	September 30,		December 31,
	2015		2014
ASSETS
Investments in real estate	$	480,898	$	557,325
Equity investments		280,617		389,921
Cash and cash equivalents		56,716		127,583
Restricted cash held in escrows		8,269		5,831
Loans receivable		8,386		24,005
Secured financing receivable		29,197		29,210
Accounts receivable		1,327		1,468
Loan securities		-		918
TOTAL ASSETS		865,410		1,136,261
LIABILITIES
Mortgage loans payable		223,174		296,954
Senior notes payable		-		71,265
Liability for non-controlling interests		45,886		46,564
Liability for estimated costs in excess of estimated receipts during liquidation		30,881		31,253
Dividends payable		1,550		82,353
Accounts payable, accrued liabilities and other liabilities		9,490		10,794
Related party fees payable		1,837		2,374
TOTAL LIABILITIES		312,818		541,557
COMMITMENTS AND CONTINGENCIES
Net assets in liquidation	$	552,592	$	594,704

Further details regarding the Company’s results of operations, properties, joint ventures and tenants are available in the Company’s Form 10-Q for the quarter ended September 30, 2015 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.

# # #

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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 September 30, 2015

Winthrop Realty Trust

Comparison of 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
Stamford - Mezzanine Loan		9,415	to		9,415		-			9,415	to		9,415	6-Aug-14		9,450
The Shops at Wailea - B Note		7,644	to		7,644		-			7,644	to		7,644	7-Aug-14		7,556
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	]
Edens Norridge -Mezzanine Loan		16,000	to		16,000		-			16,000	to		16,000	9-Oct-15		19,000	[6	]
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	]
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
South Burlington, VT		1,991	to		2,305		(147	)		1,844	to		2,158	23-Dec-14		2,552
Monroe - Phoenix, AZ [2]		40,579	to		40,579		(578	)		40,001	to		40,001	14-Apr-15		50,072	[2	]
Vintage - Various		67,625	to		77,145		(1,035	)		66,590	to		76,110	1-Jun-15		80,138	[5	]
Cerritos - Cerritos, CA		4,271	to		5,397		(436	)		3,835	to		4,961	16-Sep-15		6,174
Totals to Date	$	364,968		$	391,676	$	(8,732	)	$	356,236		$	382,944		$	422,860

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 and Monroe properties were 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 actual proceeds after sales are 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 supplement separately 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.

[5] The Trust contributed an additional $5,645 to the venture on January 2, 2015.  The Trust received $5,740 on the sale of the investment which has been deducted from the actual proceeds.

[6] The investment was not held at December 31, 2013.  The December 2013 NAV above represents the amount invested which amount was included in cash on the December 31, 2013 NAV.On March 5, 2014 the Trust originated a $15,500,000 mezzanine loan and acquired interests in the collateral for $500,000.  Actual proceeds include repayment of the loan and the participation interest, and the sale of its interests in the collateral.

CONSOLIDATED STATEMENTS OF NET ASSETS

(Liquidation Basis)

(unaudited, in thousands)

	September 30,		December 31,
	2015		2014
ASSETS
Investments in real estate	$	480,898	$	557,325
Equity investments		280,617		389,921
Cash and cash equivalents		56,716		127,583
Restricted cash held in escrows		8,269		5,831
Loans receivable		8,386		24,005
Secured financing receivable		29,197		29,210
Accounts receivable		1,327		1,468
Loan securities		-		918
TOTAL ASSETS		865,410		1,136,261
LIABILITIES
Mortgage loans payable		223,174		296,954
Senior notes payable		-		71,265
Liability for non-controlling interests		45,886		46,564
Liability for estimated costs in excess of estimated receipts during liquidation		30,881		31,253
Dividends payable		1,550		82,353
Accounts payable, accrued liabilities and other liabilities		9,490		10,794
Related party fees payable		1,837		2,374
TOTAL LIABILITIES		312,818		541,557
COMMITMENTS AND CONTINGENCIES
Net assets in liquidation	$	552,592	$	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