~~UNITED STATES~~ United States

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~November 2927, ~~2014~~ 2017

JMB / 245 PARK AVENUE ASSOCIATES, LTD.

(Exact name of registrant as specified in its charter)

Illinois	#0-13545	36-3265541
Illinois (State or Other Jurisdiction of Organization)	0-13545 (Commission File Number)	36-3265541 (IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
900 N. Michigan Avenue, Chicago, Illinois 60611 (Address of principal executive offices)
(312) 915-1987 (Registrant’s Telephone Number, Including Area Code)
N/A (Former name or former address, if changed since last report)

900 North Michigan Avenue

Chicago, Illinois 60611

(Address of Principal executive offices, including Zip Code)

(312) 440-4800

(Registrant’s telephone number, including area code)

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:

¨[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

~~Item~~JMB/245 ~~1.01~~PARK ~~Entry~~AVENUE ~~into~~ASSOCIATES, ~~a Material Definitive Agreement~~LTD.

~~JMB/245 Park Avenue Associates~~Chicago, Ltd. (the "Partnership"), through JMB 245 Park Avenue Holding Company, LLC ("245 Park Holding"), owned an approximate 0.5% general partner interest in Brookfield Financial Properties, L.P. ("BFP, LP"). The ownership was represented by Class A Units. BFP, LP is a limited partnership that holds equity investments in commercial office buildings. 245 Park Holding is a limited liability company in which the Partnership is a 99% member and BFP Property GP Corp. ("BFP, GP"), which is an affiliate of the managing general partner of BFP, LP, is a 1% member.Illinois

OnItem ~~December 29, 2014, BFP, LP transferred 49% of the membership interests in BFP 245 Park Co~~8.~~, LLC, which owns an indirect interest in the property commonly known as 245 Park Avenue, New York, NY, to BFP-JMB 245, L~~01.~~P.,~~ aOther ~~Delaware limited partnership (“BFP/JMB”)~~Events. Immediately following such transfer, 245 Park’s Holdings’ general partner interest in BFP, LP, as represented by the Class A Units in BFP, LP, was redeemed in exchange for a general partner interest in BFP/JMB represented by Class J shares of BFP/JMB. 245 Park Holding no longer holds any interest in BFP, LP, and its primary asset now consists of its general partner interest in BFP/JMB.

~~Upon execution~~The ofPartnership ~~the~~has ~~limited~~dissolved ~~partnership~~in ~~agreement~~accordance with ofthe ~~BFP/JMB,~~terms ~~BFP,~~of LPits ~~made~~partnership ~~a distribution to 245 Park Holding of approximately $2~~agreement.53 ~~million,~~The ~~which~~Partnership inmade ~~turn~~a ~~distributed~~final ~~$2.5~~liquidating ~~million~~cash distribution to the ~~Partnership.~~holders ~~BFP, LP owns all~~ of ~~the~~its ~~common shares and 245 Park~~limited ~~Holding~~partnership ~~owns~~interests ~~all~~in of the ~~Class~~aggregate Jamount ~~shares~~ of ~~BFP/JMB~~$1,829,029.47, ~~245~~or ~~Park Holding has been deemed to have made a capital contribution and investment for the Class J shares of approximately~~ $72,052.500 ~~million~~per interest. The ~~Class~~Partnership Jwound ~~shares~~up ~~will~~its ~~accrue a cumulative annual preferred~~affairs ~~return~~effective ~~of 5% which has a preference on any distributions by BFP~~November 27, ~~LP to BFP/JMB not attributable to a capital event~~2017. The ~~unpaid~~Partnership ~~preferred~~intends ~~return~~to ~~and~~file ~~unpaid~~with ~~investment attributable to~~ the ~~Class~~Commission Ja ~~shares~~Form 15 ~~have~~to aterminate ~~preference on~~registration ~~any~~of ~~distributions~~the byInterests ~~BFP,~~prior LP to ~~BFP/JMB~~the ~~attributable~~end toof ~~a capital event~~2017.

~~BFP, LP~~In ~~can~~connection ~~cause~~with ~~BFP/JMB~~its towinding ~~redeem~~up, ~~all~~the orPartnership entered ~~any~~into ~~portion~~an ofagreement (the ~~Class~~“Winding JUp ~~shares~~Agreement”) ~~held~~with byJMB ~~245~~ Park ~~Holding~~Avenue, atInc., ~~any~~the ~~time~~Corporate ~~for~~General aPartner, ~~payment equal~~pursuant to ~~any~~which ~~cumulative~~the ~~unpaid~~Corporate ~~preferred~~General ~~return~~Partner ~~plus~~generally assumed the ~~proportionate~~obligation ~~remaining~~to ~~unpaid~~pay, ~~investment~~extinguish ~~attributable~~or tootherwise ~~the~~discharge ~~Class~~expenses ~~J shares,~~and ~~plus,~~liabilities ~~during~~of the ~~initial~~Partnership ~~five~~not ~~years~~paid, ~~following the transaction~~discharged, anextinguished ~~additional~~or ~~payment~~otherwise asprovided ~~follows:~~for ~~(i)~~by ~~with~~the ~~respect~~Partnership, toincluding ~~a redemption~~contingent ~~prior~~liabilities toof ~~December~~the ~~29,~~Partnership ~~2015,~~that ~~$6,565,657.00,~~may ~~(ii)~~arise ~~with~~after ~~respect~~its towinding aup. ~~redemption~~In onconsideration orof ~~following~~such ~~December 29~~assumption, ~~2015~~the ~~and~~Partnership ~~prior~~paid ~~to December~~the ~~29,~~Corporate ~~2016,~~General Partner $52,~~252,523~~135.~~00,~~23 ~~(iii)~~in ~~with~~cash ~~respect to a redemption on or following December 29, 2016~~ and ~~prior~~transferred to ~~December~~the ~~29,~~Corporate ~~2017,~~General ~~$3,939,394.00, (iv)~~Partner ~~with~~the ~~respect~~Partnership’s contingent ~~to a redemption on or following December 29~~rights, ~~2017~~if ~~and prior to December 29~~any, ~~2018, $2,626,263.00, (v) with respect~~ to aindemnification ~~redemption on~~ or ~~following December 29~~reimbursement, ~~2018~~including coverage and ~~prior~~benefits tounder ~~December~~contracts ~~29,~~of ~~2019~~insurance, ~~$1,313,131.00~~ and certain ~~(vi)~~other ~~with~~rights ~~respect~~ to areceive ~~redemption on~~ or ~~following~~collect ~~December 29~~amounts, ~~2019,~~if ~~$0. 245 Park Holding can cause BFP/JMB to redeem all or~~ any, ~~portion~~that ofmay ~~the~~be ~~Class~~payable ~~J shares at any time for a payment equal~~ to ~~any cumulative unpaid preferred return plus~~ the ~~proportionate remaining unpaid investment attributable to the Class J shares~~Partnership.

~~The transaction~~Item ~~described above is not expected to result in any material tax consequences to the Partnership or its limited partners~~9. ~~The net proceeds of the $2~~01.5 ~~million~~Financial ~~distribution~~Statements toand the Partnership after payment of expenses related to the transaction are expected to be applied to reduce the amount outstanding on the demand note payable to JMB Realty Corporation, which had an outstanding balance as of September 30, 2014 of $9,038,000Exhibits.

Item 1.02 Termination of a Material Definitive Agreement.

(a)	Financial Statements. Not applicable.

(b)	Pro Forma Financial Information. Not applicable.

(c)	Exhibits.

	10.1	Winding Up Agreement dated as of November 27, 2017, by and between the Partnership and JMB Park Avenue, Inc.

~~The information disclosed above with respect to Item 1.01 is incorporated herein by reference.~~2

2SIGNATURES

~~Item~~Pursuant to ~~9.01~~the ~~Financial~~requirements ~~Statements~~of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

(d) Exhibits

	JMB/245 PARK AVENUE ASSOCIATES, LTD.

	By:	JMB Park Avenue, Inc. Corporate General Partner


		GAILEN J. HULL
	By:	Gailen J. Hull Chief Financial Officer and Principal Accounting Officer

Exhibit No.		Description
10.1		Limited Partnership Agreement of BFP-JMB 245 Park, L.P., dated as of December 29, 2014.
10.2		Assignment and Redemption Agreement, dated as of December 29, 2014.

Dated: November 29, 2017

~~SIGNATURES~~Exhibit Index

~~Pursuant~~Exhibit toNo. ~~the~~10.1 ~~requirements~~Winding ofUp ~~the~~Agreement ~~Securities~~dated ~~Exchange~~as ~~Act~~ of ~~1934~~November 27, ~~the~~2017, ~~registrant~~by ~~has~~and ~~duly~~between ~~caused~~the ~~this~~Partnership ~~report~~and toJMB bePark ~~signed~~Avenue, ~~on its behalf by the undersigned hereunto duly authorized~~Inc.

	JMB/245 PARK AVENUE ASSOCIATES, LTD.
	By:	JMB Park Avenue, Inc. Corporate General Partner
	By:	/s/ GAILEN J. HULL
		Gailen J. Hull, Vice President

Date: December 31, 2014

Exhibit Index

Exhibit No.		Description
10.1		Limited Partnership Agreement of BFP-JMB 245 Park, L.P., dated as of December 29, 2014
10.2		Assignment and Redemption Agreement, dated as of December 29, 2014

Filing Compare · JMB 245 PARK AVENUE ASSOCIATES LTD