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): ~~June~~November 2419, 2015

United Mortgage Trust (Exact Name of Registrant as Specified in Its Charter)

(Exact Name of Registrant as Specified in Its Charter)

Maryland

000-32409

75-6493585

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1301 Municipal Way, Grapevine, Suite 220 Texas 76051 (Address of principal executive offices) (Zip Code) (214) 237-9305 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report)

(Address of principal executive offices) (Zip Code)

(214) 237-9305

(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 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))

¨Item ~~Soliciting~~4.01 ~~material~~Changes ~~pursuant~~in toRegistrant’s ~~Rule~~Certifying ~~14a-12 under the Exchange Act (17 CFR 240~~Accountant.~~14a-12)~~

¨On ~~Pre-commencement~~November ~~communications~~19, ~~pursuant~~2015, Whitley toPenn ~~Rule~~LLP ~~14d-2~~(b“Whitley Penn”) ~~under~~informed ~~the~~United ~~Exchange~~Mortgage ~~Act~~Trust (17the ~~CFR~~“Company”) ~~240~~that it has declined to stand for reappointment as the Company’s independent registered public accounting firm.~~14d-2(b))~~ Whitley Penn’s declination was accepted by the Company’s audit committee.

¨Whitley ~~Pre-commencement~~Penn’s audit ~~communications~~reports ~~pursuant~~on tothe ~~Rule~~Company’s ~~13e-4(c)~~consolidated ~~under~~financial statements for the ~~Exchange~~fiscal ~~Act~~years ~~(17~~ended ~~CFR~~December ~~240~~31, 2013 and 2014 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.~~13e-4(c))~~

~~Item~~During ~~5.07~~the ~~Submission~~Company’s two most recent fiscal years and the subsequent interim period from January 1, 2015 through September 30, 2015, (i) there were no disagreements between the Company and Whitley Penn on any matters of ~~Matters~~accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to athe ~~Vote~~satisfaction of ~~Security~~Whitley ~~Holders~~Penn, would have caused Whitley Penn to make reference to the subject matter of the disagreement in its report on the Company’s consolidated financial statements, and (ii) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

OnThe ~~June~~Company ~~24,~~has ~~2015, United~~provided ~~Mortgage~~Whitley ~~Trust~~Penn ~~(the~~with ~~“Registrant”)~~a ~~held~~copy ~~its 2015 Annual Meeting~~ of ~~Shareholders. At~~ the ~~meeting,~~foregoing ~~the~~statements ~~Registrant’s shareholders~~and ~~voted~~has onrequested ~~the~~and ~~following~~received ~~three~~from ~~proposals:~~Whitley ~~(i)~~Penn ~~the~~a ~~election~~copy of ~~five trustees to serve until~~ the ~~Registrant’s~~letter ~~Annual~~addressed ~~Meeting of Shareholders~~ to ~~be held in 2016 or until such trustees’ successors are duly elected and qualified; (ii)~~ the ~~approval, on~~Securities ~~a non-binding advisory basis, of executive compensation,~~ and ~~(iii)~~Exchange ~~the~~Commission ~~ratification~~stating ofthat ~~the selection of~~ Whitley Penn ~~LLP~~agrees ~~as the~~with ~~Registrant’s independent registered public accounting firm for~~ the ~~fiscal~~above ~~year ending December 31, 2015~~statements. ~~The~~A ~~three~~copy ~~proposals are~~of ~~described in detail in~~ the ~~Registrant’s~~letter ~~definitive~~from Whitley ~~proxy~~Penn ~~statement,~~is ~~dated~~attached ~~April 29, 2015,~~ as ~~filed~~Exhibit on16.1 ~~Schedule~~to ~~14A~~this ~~on April~~Form ~~29, 2015~~8-K.

~~All~~The ~~three~~Company ofis ~~the proposals~~presently ~~were~~in ~~approved~~discussions byto replace Whitley Penn as the ~~Registrant~~Company’s ~~shareholders~~independent byregistered public accounting firm for the ~~requisite~~fiscal ~~vote~~year ending ~~necessary~~December ~~for~~31, ~~approval~~2015. The ~~votes~~Company ~~with~~will ~~respect~~file toa ~~each of~~Current Report on Form 8-K when the ~~proposals~~retention ~~are~~of ~~set~~a ~~forth~~replacement ~~below~~independent registered public accounting firm has been completed.

~~Proposal~~Item 19.01 ToFinancial ~~elect five~~Statements ~~trustees to serve until the Registrant’s Annual Meeting of Shareholders to be held in 2016 or until such trustees’ successors are duly elected~~ and ~~qualified:~~Exhibits.

Nominee	Shares For	Shares Withheld	Broker Non-Votes
Charles M. Gillis	2,724,495	304,387	298,814
Michele A. Cadwell	2,724,495	304,387	298,814
Phillip K. Marshall	2,724,495	304,387	298,814
Roger C. Wadsworth	2,722,607	306,275	298,814
Leslie J. Wylie	2,724,495	304,387	298,814

(d) Exhibits

Proposal 2. Approval on a non-binding basis of executive compensation:


Exhibit No.		Description

16.1		Letter from Whitley Penn LLP to the Securities and Exchange Commission dated November 24, 2015.

Shares For		Shares Against		Shares Abstained		Broker Non-Votes
2,464,172		275,682		298,028		298,814

SIGNATURE

~~Proposal~~Pursuant 3.to Tothe ~~ratify~~requirements of the ~~selection~~Securities ofExchange ~~Whitley Penn~~Act ~~LLP~~of as1934, the ~~Registrant’s~~registrant ~~independent~~has ~~registered~~duly ~~public~~caused ~~accounting~~this ~~firm~~report ~~for~~to ~~the~~be ~~fiscal~~signed ~~year~~on ~~ending~~its ~~December~~behalf ~~31,~~by ~~2015:~~the undersigned hereunto duly authorized.

~~SIGNATURE~~EXHIBIT INDEX

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.


Exhibit No.		Description

16.1		Letter from Whitley Penn LLP to the Securities and Exchange Commission dated November 24, 2015.

	United Mortgage Trust
Dated: June 29, 2015	By:	/s/ Stuart Ducote
		Stuart Ducote
		President

Shares For

Shares Against

Shares Abstained

United Mortgage Trust

Dated: November 24, 2015

/s/ Stuart Ducote

Stuart Ducote

President and Chief Financial Officer

Filing Compare · UNITED MORTGAGE TRUST