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) ~~September~~December 2631, ~~2014~~2015 (~~October~~December 129, ~~2014~~2015)

MACC PEI Liquidating Trust

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE	0-24412	45-6510799
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

24040 Camino Del Avion #A307, Monarch Beach, California	92629
(Address of Principal Executive Offices)	(Zip Code)

(~~319~~402) ~~363~~964-~~8249~~5000 Registrant'’s Telephone Number, Including Area Code

(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:

[☐ ] 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))

1Item 7.01. Regulation FD Disclosure

~~Item~~On 8December 29, 2015, NL Strategies, Inc.01 distributed a letter to beneficial interest holders of MACC PEI Liquidating Trust (the “Trust”) concerning the Trust’s final distribution. ~~Other~~A ~~Events~~copy of the letter is furnished as Exhibit 99.1 to this Form 8-K.

~~Extension~~The foregoing information (including the exhibits hereto) is being furnished under “Item 7.01- Regulation FD Disclosure.” Such information (including the exhibits hereto) shall not be deemed “filed” for purposes of ~~Trust's~~Section ~~Term~~18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

OnThe ~~September~~filing ~~26, 2014, the term~~ of ~~the~~this ~~MACC~~report ~~PEI Liquidating Trust (the "Trust") was extended by the initial~~ and ~~current managing trustee, NL Strategies, Inc., a California corporation, of~~ the ~~Trust~~furnishing ~~(the "Managing Trustee") to December 31, 2015, with the possibility that the term~~ of ~~the~~this ~~Trust~~information ~~may be extended further if deemed reasonably necessary to wind up the affairs of the Trust by the Managing Trustee. This extension was made~~ pursuant to ~~Section~~Item 47.101 ofdoes ~~the~~not ~~Trust's~~mean ~~Liquidating~~that ~~Trust~~such ~~Agreement~~information ~~dated~~is ~~September~~material ~~29,~~or ~~2011,~~that bydisclosure ~~and among MACC Private Equities, Inc., a Delaware corporation, the Managing Trustee, and The Corporation Trust Company~~ of ~~Delaware,~~such ainformation ~~Delaware corporation, which permits the Managing Trustee to extend the term of the Trust if the Managing Trustee determines that an extension~~ is ~~reasonably necessary to wind up the affairs of the Trust~~required.

NoItem ~~Action~~9.01. ~~relief~~Financial ~~has~~Statements ~~been requested from the Securities~~ and Exchange Commission (the "SEC") to confirm that the Division of Corporate Finance will continue to not recommend any enforcement action to the SEC with the Trust's extension to December 31, 2015, although the Trust does not (i) register the Beneficial Interests under the Securities Act of 1933, as amended, (ii) qualify the Trust Units under the Trust Indenture Act of 1939, as amended, or (iii) register as an investment company or elect treatment as a BDC under the Investment Company Act of 1940, as amended; and provided the Trust complies with the conditions of the prior no-action relief, including limited reporting under the Securities Exchange Act of 1934, as amended, as contemplated aboveExhibits.

2d) Exhibits

Exhibit Number	Description

99.1	Letter to Beneficial Interest Holders dated December 29, 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.

Date: ~~October~~December 129, ~~2014~~2015

MACC PEI LIQUIDATING TRUST By: /s/ Kevin J. Gadawski Kevin J. Gadawski, President, NL STRATEGIES, INC., Managing Trustee

~~By:~~Exhibit ~~/s/ Kevin J. Gadawski~~ Index

Kevin J. Gadawski, President,

Exhibit No.	Description

99.1	Letter to Beneficial Interest Holders dated December 29, 2015

NL STRATEGIES, INC., Managing Trustee

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