UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

☑

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2017~~2018

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 000-53165*

FSP 303 East Wacker Drive Corp. Liquidating Trust

(Exact name of registrant as specified in its charter)

Delaware	2030-~~8061759~~6629351
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
401 Edgewater Place, Wakefield, Massachusetts	01880
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (781) 557-1300

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Preferred Stock, $.01 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☐	(Do not check if a smaller reporting company)	Smaller reporting company ☑
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑.

As of June 30, ~~2017~~2018 the aggregate fair market value of Common Stock held by non-affiliates of ~~the~~FSP ~~registrant~~303 East Wacker Drive Corp. was $0.

The number of shares of ~~Common~~common ~~Stock~~stock outstanding ~~was 1~~ and ~~the~~preferred ~~number~~stock outstanding of ~~shares~~FSP of303 ~~Preferred~~East ~~Stock~~Wacker ~~outstanding~~Drive Corp. at December 31, 2018 was not applicable. As of December 31, 2018 there were 2,210 asunits of ~~February 28,~~beneficial ~~2018~~interest in FSP 303 East Wacker Drive Corp. Liquidating Trust outstanding.

Documents incorporated by reference: ~~None.~~

None.

*FSP 303 East Wacker Drive Corp. Liquidating Trust is the transferee of the assets and liabilities of FSP 303 East Wacker Drive Corp., and files reports under the Commission file number for FSP 303 East Wacker Drive Corp. FSP 303 East Wacker Drive Corp. filed a Form 15 on October 15, 2018, indicating its notice of termination of registration and filing requirements.

TABLE OF CONTENTS

PART I		1	1
~~Item 1.~~	~~Business~~Item 1.	1Business	1
~~Item 1A.~~	~~Risk~~Item ~~Factors~~1A.	4Risk Factors	4
~~Item 1B.~~	~~Unresolved~~Item ~~Staff Comments~~1B.	4Unresolved Staff Comments.	5
~~Item 2.~~	~~Properties~~Item 2.	5Properties.	5
~~Item 3.~~	~~Legal~~Item ~~Proceedings~~3.	6Legal Proceedings.	5
~~Item 4.~~	~~Mine~~Item ~~Safety Disclosures~~4.	8Mine Safety Disclosures	5
PART II		7	6
~~Item 5.~~	~~Market~~Item ~~for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~5.	7Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
~~Item 6.~~	~~Selected~~Item ~~Financial Data~~6.	7Selected Financial Data.	6
~~Item 7.~~	~~Management’s~~Item ~~Discussion and Analysis of Financial Condition and Results of Operations~~7.	8Management’s Discussion and Analysis of Financial Condition and Results of Operations.	7
~~Item 7A.~~	~~Quantitative~~Item ~~and Qualitative Disclosures About Market Risk~~7A.	16Quantitative and Qualitative Disclosures About Market Risk.	11
~~Item 8.~~	~~Financial~~Item ~~Statements and Supplementary Data~~8.	16Financial Statements and Supplementary Data.	11
~~Item 9.~~	~~Changes~~Item ~~in and Disagreements With Accountants on Accounting and Financial Disclosure~~9.	16Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	11
~~Item 9A.~~	~~Controls~~Item ~~and Procedures~~9A.	16Controls and Procedures.	11
~~Item 9B.~~	~~Other~~Item ~~information~~9B.	17Other information.	11
PART III		18	12
~~Item 10.~~	~~Directors,~~Item ~~Executive Officers and Corporate Governance~~10.	18Directors, Executive Officers and Corporate Governance	12
~~Item 11.~~	~~Executive~~Item ~~Compensation~~11.	18Executive Compensation.	12
~~Item 12.~~	~~Security~~Item ~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~12.	19Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	12
~~Item 13.~~	~~Certain~~Item ~~Relationships and Related Transactions, and Director Independence~~13.	21Certain Relationships and Related Transactions, and Director Independence.	13
~~Item 14.~~	~~Principal~~Item ~~Accounting Fees and Services~~14.	22Principal Accounting Fees and Services.	13
PART IV		23	14
~~Item 15.~~	~~Exhibits,~~Item ~~Financial Statement Schedules~~15.	23Exhibits, Financial Statement Schedules.	14
Item 16.	Form 10-K Summary.	24
SIGNATURES			21
SIGNATURES		25

~~Item~~As 1used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms “we,” “us,” “our,” and “the Trust” refer to the FSP 303 East Wacker Drive Corp. ~~Business~~Liquidating Trust. The use of “East Wacker” refers to FSP 303 East Wacker Drive Corp., except where the context otherwise requires.

~~History~~Forward-Looking Statements

~~Our~~This ~~company,~~Annual ~~FSP~~Report ~~303~~on ~~East~~Form ~~Wacker Drive~~10-K ~~Corp.,~~contains ~~which~~forward-looking statements ~~individually~~within orthe ~~together~~meaning ~~with~~of ~~FSP~~Section ~~303~~27A ~~East~~of ~~Wacker~~the ~~Drive~~Securities ~~LLC,~~Act ~~its~~of ~~subsidiary~~1933, ~~we refer to~~ as ~~the “Company”~~amended, ~~“we”~~ orand ~~“our”,~~Section is21E aof ~~Delaware~~the ~~corporation~~Securities ~~formed~~Exchange Act toof ~~purchase~~1934, ~~own~~as ~~and~~amended. ~~operate a twenty~~Forward-~~eight~~looking ~~story~~statements ~~Class”A” multi-tenant~~represent ~~office~~our ~~tower~~current ~~containing~~expectations, ~~approximately 860~~assumptions,~~000~~ ~~rentable~~estimates ~~square feet of office~~ and ~~retail space and a 294-stall underground~~projections ~~parking~~about ~~garage~~the ~~located~~Trust inand ~~downtown Chicago~~include, ~~Illinois,~~but ~~which~~are wenot ~~refer~~limited to, as the ~~Property. The Company operates in a manner intended to qualify as a real estate investment trust, or REIT, for federal income tax purposes.~~following:

~~The~~• ~~Company~~any ~~was~~statements ~~organized~~regarding inthe ~~December 2006 by FSP Investments LLC~~execution, ~~a wholly-owned subsidiary of Franklin Street Properties Corp., which we refer to as Franklin Street~~timing ~~(NYSE American: FSP). FSP Investments LLC acted as a real estate investment firm~~ and ~~broker/dealer~~expenses associated with ~~respect to (a)~~ the ~~organization of~~completion ~~the Company, (b) the acquisition~~ of the ~~Property by the Company and (c) the sale of equity interests in the Company.~~Trust;

~~The~~• ~~Company~~any ~~purchased~~statements ~~the~~regarding Property from an unaffiliated third party for $167,000,000 on January 5, 2007. The purchase price, which was determined based on arm’s-length negotiations, was financed entirely by a loan from Franklin Street collateralized by a first mortgage, which we refer to as the ~~Acquisition~~ ~~Mortgage~~disposition ~~Loan. The Acquisition Mortgage Loan was repaid in its entirety on December 27, 2007 from the proceeds~~ of ~~the~~ ~~sale~~our ofremaining equity interests in the Company. Total interest and loan fees incurred on the Acquisition Mortgage Loan were approximately $13,810,000. The Company acquired the Property through FSP 303 East Wacker Drive LLC, a wholly-owned subsidiary of the Company. The sole business of FSP 303 East Wacker Drive LLC is to own and operate the Property.assets;

~~The~~• ~~Company~~any ~~commenced~~statements ~~operations~~regarding the resolution of any inoutstanding ~~January~~creditor ~~2007.~~claims and liabilities; and

~~Franklin~~• ~~Street~~any ~~holds~~statements ~~the~~regarding ~~sole share of~~ the ~~Company’s~~amount ~~common stock, $.01 par value per share, which we refer to as the Common Stock. Between February 2007~~ and ~~December 2007, FSP Investments LLC completed the sale on a best efforts basis of 2,210 shares of the Company’s preferred~~timing ~~stock, $.01 par value per share, which we refer to as the Preferred Stock. We sold the Preferred Stock in a private placement offering to “accredited investors” within the meaning~~ of Regulation D under the Securities Act of 1933. Between February 7, 2007 and December 27, 2007, the Company held 17 investor closings, at each of which shares of Preferred Stock were sold and funds were received. On December 27, 2007, Franklin Street purchased 965.75 shares of Preferred Stock (approximately 43.7% of the issued and outstanding shares of Preferred Stock) for consideration totaling $82,813,000, representing $96,575,000 at the offering price net of commissions of $7,726,000 and fees of $6,036,000 that were excluded. Prior to purchasing any ~~shares~~future ofdistributions ~~Preferred Stock, Franklin Street agreed~~ to ~~vote~~our ~~any~~beneficial ~~shares~~unit ~~of Preferred Stock held by it on any matter presented to the~~ holders of Preferred Stock in a manner that approximates as closely as possible the votes cast in favor of and opposed to such matter by the holders of the Preferred Stock other than Franklin Street and its affiliates. For purposes of determining how Franklin Street votes its shares of Preferred Stock, abstentions and non-votes by stockholders other than Franklin Street are not considered. Funds from each individual closing were used to repay the Acquisition Mortgage Loan and associated fees as well as other expenses payable to Franklin Street’s wholly-owned subsidiary, FSP Investments LLC. The use of proceeds from the offerings of Preferred Stock, including for payments to Franklin Street and its affiliates, is set forth in the table below:

Use of proceeds:
Type	Affiliate paid	Amount
Operating/Capital Reserve (1)		$	20,055,000
Organizational, Offering and Other Expenditures for the Company(2)	FSP Investments LLC		1,200,000
City of Chicago Transfer Taxes			1,252,500
Selling Commissions(3)	FSP Investments LLC		9,954,000
Acquisition-Related Costs:
Purchase Price of the Property(4)	Franklin Street Properties Corp.		167,000,000
Loan Fee Paid to Franklin Street (5)	Franklin Street Properties Corp.		7,154,438
Acquisition Fee(6)	FSP Investments LLC		622,125
Total Uses of Gross Offering Proceeds		$	207,238,063

Forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, as more fully described elsewhere in this report. Readers are urged to carefully review and consider the various disclosures we make, which advise them of the factors that may affect the Trust, including without limitation, the disclosures made under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included herein and throughout this Annual Report on Form 10-K for the year then ended December 31, 2018. Risk factors are described under Part II, Item 1A of this report. The important factors listed in these disclosures, which could cause our actual results to differ materially from the forward-looking statements contained herein, include but are not limited to, the following:

~~(1)~~• ~~The~~our ~~Operating/Capital~~ability ~~Reserve~~to ~~proceeds~~accurately ~~were~~estimate ~~retained~~the byexpenses associated ~~the~~with ~~Company~~executing ~~for~~our ~~operating~~plan ~~and~~of ~~capital~~complete ~~uses.~~liquidation and dissolution;

~~(2)~~• ~~Organizational,~~our ~~Offering~~ability ~~and Other Expenditures were paid for various expenses, including legal, accounting, appraisal, engineering and organizational expenses allocable~~ to ~~the~~successfully ~~offering,~~resolve ~~which~~all ~~were~~our outstanding ~~incurred~~or inunknown ~~connection~~future ~~with~~creditor ~~the~~claims ~~organization~~ and ~~syndication~~liabilities; ~~of the Company.~~and

~~(3)~~• ~~Selling~~our ~~Commissions~~ability ~~were~~to ~~paid~~correctly toestimate ~~FSP~~the ~~Investments~~amount and ~~LLC~~timing of any future distributions, asto ~~Selling~~our ~~Agent~~beneficial unit holders.

~~(4)~~In ~~The~~light ~~Purchase~~of ~~Price~~these risks, uncertainties and assumptions, readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements represent beliefs and assumptions only as of the ~~Property~~date ~~was~~of ~~financed~~this byreport. ~~the~~We ~~Acquisition~~do ~~Mortgage~~not ~~Loan~~intend to update publicly any forward-looking statements for any reason, ~~which~~even ~~was~~if ~~repaid~~new ~~from~~information ~~proceeds~~becomes ofavailable or other events occur in the ~~offering~~future, except as otherwise required pursuant to our on-going reporting obligations under the Securities Exchange Act of 1934, as amended.

Item 1 . Business

~~(5)~~Our ~~The~~principal ~~Loan~~executive ~~Fee~~office is ~~paid~~located toat ~~Franklin~~401 ~~Street~~Edgewater ~~was~~Place, aSuite ~~fee~~200, ~~(or~~Wakefield, ~~points)~~Massachusetts in01880, ~~the~~and ~~amount~~our oftelephone ~~$7,154,438~~number ~~payable~~is to(781) ~~Franklin~~557-1300. ~~Street~~Our toannual reports ~~obtain~~on ~~the~~Form ~~Acquisition~~10-K, ~~Mortgage~~current ~~Loan~~reports on Form 8-K and any amendments to ~~purchase~~those ~~the~~reports ~~Property.~~and ~~The~~other ~~Acquisition~~Securities ~~Mortgage~~and ~~Loan~~Exchange ~~was~~Commission (“SEC”) infilings anare ~~original~~electronically ~~principal~~filed ~~amount~~with, ~~equal~~or furnished to, the ~~purchase~~SEC. ~~price~~All ofreports filed by the ~~Property,~~Trust ~~and~~with ~~had~~the aSEC are ~~term~~available free of ~~two~~charge ~~years,~~via ~~which~~EDGAR ~~was~~through ~~pre-payable~~the SEC website at ~~any~~www.sec.gov. ~~time~~In ~~without~~addition, ~~premium~~the orpublic ~~penalty~~may read and ~~carried~~copy anmaterials filed ~~interest~~by ~~rate~~the ~~equal~~Trust towith the ~~rate~~SEC ~~payable~~at bythe ~~Franklin~~SEC’s public reference room located at 100 F Street, onN.E, ~~borrowings~~Washington, ~~under~~D.C. ~~its~~20549 ~~line~~or by ofcalling ~~credit~~the ~~with~~SEC ~~its~~at ~~bank~~1-202-551-8090.

~~(6) The Acquisition Fee was paid for various services related to the purchase of the Property.~~History

~~Transactions~~East ~~between~~Wacker ~~the~~is ~~Company and~~a ~~Franklin~~Delaware ~~Street~~corporation formed ~~and/or~~to ~~its~~purchase, ~~affiliates~~own ~~were~~and ~~entered~~operate ~~into~~a ~~without~~twenty-eight ~~the~~story ~~benefit~~Class of“A” ~~arm’s~~multi-~~length~~tenant ~~bargaining~~office ~~and~~tower ~~involved~~containing ~~conflicts~~approximately of860,000 ~~interest.~~rentable ~~Although~~square ~~Franklin~~feet ~~Street~~of ~~has~~office ~~sponsored~~and ~~the~~retail ~~syndication~~space ofand ~~other~~a ~~REITs~~294-stall ~~similar~~underground toparking ~~the~~garage ~~Company~~located ~~and has~~ in ~~the~~downtown ~~past acquired~~Chicago, ~~some of those REITs~~Illinois, ~~Franklin~~which ~~Street~~we isrefer ~~under no obligation~~ to ~~acquire~~as ~~or to offer to acquire~~ the ~~Company~~Property. orEast ~~the~~Wacker ~~outstanding~~operated ~~shares of~~in ~~Preferred~~a ~~Stock,~~manner ~~and~~intended ~~any acquisition transaction would need~~ to bequalify ~~approved~~as bya ~~the~~real ~~Company’s~~estate ~~stockholders~~investment ~~and the boards~~trust, ofor ~~directors of Franklin Street and the Company. Please see “Part III~~REIT, ~~Item~~for ~~13.~~federal ~~Certain~~income ~~Relationships~~tax ~~and Related Transactions, and Director Independence”~~purposes.

~~Our~~East ~~Business~~Wacker was organized in December 2006 by FSP Investments LLC, a wholly-owned subsidiary of Franklin Street Properties Corp., which we refer to as Franklin Street (NYSE American: FSP). FSP Investments LLC acted as a real estate investment firm and broker/dealer with respect to (a) the organization of East Wacker, (b) the acquisition of the Property by East Wacker and (c) the sale of equity interests in East Wacker.

~~Our~~East ~~sole~~Wacker ~~business~~purchased ~~is to own and operate~~ the Property ~~and we do not intend to invest in or purchase any additional properties. We derive rental revenue~~ from ~~income paid~~an tounaffiliated usthird byparty ~~the~~for ~~tenants of the Property. Asset~~$167,000,000 ~~investor~~on ~~and~~January ~~property management services are provided by third parties~~5, ~~including affiliates of Franklin Street~~2007.

~~The~~East ~~Property~~Wacker ~~was~~commenced ~~completed in 1979~~operations ~~and is a twenty-eight story multi-tenant office tower located~~ in ~~downtown~~January ~~Chicago, Illinois containing approximately 860,000 rentable square feet of office and retail space and a 294-stall underground parking garage~~2007.

~~The~~Franklin ~~Property,~~Street ~~formerly~~held ~~known~~the assole share ~~Three~~of ~~Illinois~~East ~~Center~~Wacker’s common stock, is$.01 ~~part~~par ofvalue ~~the~~per ~~multi-building~~share, ~~mixed-use~~which ~~development~~we ~~known~~refer to as ~~Illinois~~the ~~Center,~~Common ~~which~~Stock. ~~includes~~Between ~~office~~February ~~buildings,~~2007 and ~~hotels~~December 2007, ~~residential~~FSP ~~buildings,~~Investments ~~and~~LLC completed the sale on a ~~large~~best ~~athletic~~efforts ~~club.~~basis ~~The~~of ~~Property~~2,210 ~~was~~shares ~~preceded~~of inEast ~~construction~~Wacker’s bypreferred stock, ~~One~~$.01 ~~and~~par ~~Two~~value ~~Illinois~~per ~~Center~~share, which ~~were~~we ~~developed~~refer into ~~1970~~as ~~and~~the ~~1972,~~Preferred ~~respectively~~Stock. ~~The~~East ~~three~~Wacker ~~towers~~sold ~~share~~the anPreferred ~~aluminum~~Stock ~~and~~in ~~glass~~a ~~design~~private ~~that~~placement offering isto ~~characteristic~~ “accredited investors” within the meaning of ~~contemporary~~Regulation ~~international~~D ~~style~~under the Securities Act of 1933. Between February 7, ~~distinguished~~2007 byand aDecember ~~curtain~~27, ~~wall~~2007, East Wacker held 17 investor closings, at each of ~~bronze-finished~~which ~~aluminum~~shares ~~and~~of ~~reflective~~Preferred ~~glass.~~Stock ~~The~~were ~~Property~~sold and isfunds ~~located~~were inreceived. ~~Chicago’s~~On ~~East~~December ~~Loop~~27, ~~submarket~~2007, onFranklin ~~the~~Street ~~eastern~~purchased ~~portion~~965.75 shares of ~~the~~Preferred ~~development~~Stock ~~along~~(approximately 43.7% of the issued ~~southern~~and ~~edge~~outstanding shares of ~~the~~Preferred ~~Chicago River~~Stock).

~~The~~Overview ~~office~~of ~~component~~Sale of the Property ~~is separated into low-rise~~, ~~mid-rise and high-rise sections. The first floor, or Plaza, has three elevator banks, each containing~~ ~~five~~Plan ~~passenger elevators and a freight elevator which services the 27 floors~~ of ~~office~~Dissolution ~~space. An additional elevator is also provided at the Plaza level for direct access to the parking garage~~ and ~~Concourse.~~Trust ~~Access~~Agreement to the Concourse level from the Plaza level is provided by an escalator system. Access to the Plaza level from street-level is provided by entrances on the West and East sides of the Property and emergency exits on the south end.

~~The~~On ~~Property~~June ~~was~~20, ~~approximately 73.5%~~2018, ~~leased~~the asBoard of Directors ~~December~~of ~~31,~~East ~~2017~~Wacker approved (i) the sale of the Property to an unaffiliated third-party buyer for a ~~diverse~~gross ~~group~~sales price of no ~~tenants~~less ~~with~~than ~~staggered~~$182,000,000 ~~lease~~and ~~expirations.~~(ii) Wethe ~~believe~~subsequent ~~that~~dissolution ~~any~~and ~~tenant that~~liquidation ~~leases~~of ~~10%~~East orWacker ~~more~~pursuant to a Plan of Complete Dissolution and Liquidation (the ~~Property’s~~“Plan ~~rentable~~of ~~space~~Dissolution”), isintended ~~material.~~to Asallow for the orderly disposition of ~~December~~East 31Wacker’s remaining assets and liabilities. On August 17, ~~2017~~2018, 45East ~~tenants~~Wacker ~~were~~received ~~leasing~~the ~~space~~required vote of the stockholders to approve the Plan of Dissolution. atThe Plan of Dissolution provided the ~~Property,~~Board of Directors with the ~~largest~~authority ~~being~~to ~~Tribune~~transfer ~~Media~~East atWacker’s ~~approximately~~remaining ~~60,952~~assets ~~square~~and liabilities ~~feet~~to a liquidating trust without further approval by its stockholders, orin ~~approximately~~order ~~7.1%~~to ofcomplete the ~~Property’s rentable~~Plan ~~space~~of Dissolution.

InOn ~~general~~June 28, ~~office~~2018, ~~leases~~East atWacker ~~the~~entered ~~Property~~into ~~are~~an ~~structured~~agreement on(the a“Purchase ~~triple-net~~and ~~(NNN~~Sale Agreement”) ~~basis~~ with ~~respect~~BCSP to8 ~~expenses~~Acquisition LLC, soan ~~that~~unaffiliated ~~the~~third-party, ~~tenant is responsible~~ for ~~its respective~~ ~~pro-rata~~the ~~percentage~~sale of ~~expenses.~~the InProperty ~~general,~~for ~~concourse~~a ~~level (lower level) retail tenants have full service~~ gross ~~rent~~sales ~~leases~~price ~~under which~~of ~~gross rent includes expenses~~$182,000,000.

~~FSP~~On September 5, 2018, East Wacker and FSP Property Management LLC, as Trustee (the “Trustee”), formed the Trust by entering into the Liquidating Trust Agreement (as amended, the “Trust Agreement”), for the creation and operation of the FSP East Wacker Tenth Street Corp. Liquidating Trust. FSP Property Management LLC previously served as East Wacker’s asset manager and is a wholly-owned subsidiary of Franklin Street. The Trust’s activities are restricted to the conservation and protection of the assets transferred by East Wacker to the Trust and the administration thereof, ~~provides~~including the ~~Company~~payment ~~with~~of ~~asset~~any ~~management~~liabilities, costs and ~~financial~~expenses of East Wacker ~~reporting~~or ~~services~~the Trust. The ~~asset~~Trust ~~management~~will ~~agreement~~terminate ~~between~~upon the ~~Company~~earlier ~~and~~of ~~FSP~~the ~~Property~~distribution ~~Management~~of ~~LLC~~all ~~requires~~of the ~~Company~~Trust’s toassets in accordance with ~~pay~~the ~~FSP~~terms ~~Property~~of ~~Management~~the ~~LLC~~Trust aAgreement, ~~monthly~~or ~~fee~~the ~~equal~~expiration toof ~~one-half~~a period of ~~one~~three ~~percent~~years ~~(0.5%)~~from the effective date of the Trust. The existence ~~that~~of ~~month~~the Trust may, however, be extended for up to two additional one-year periods in the Trustee’s ~~gross~~reasonable ~~revenues~~discretion. The ofbeneficial interests in the ~~Property.~~Trust ~~The~~are ~~asset~~not ~~management~~transferable ~~agreement~~except ~~between~~by ~~the~~will, ~~Company~~intestate ~~and~~succession ~~FSP~~or ~~Property~~by ~~Management~~operation of law. Any beneficial ~~LLC~~interests ~~may~~in bethe ~~terminated~~Trust transferred by ~~either~~will, ~~party~~intestate ~~without~~succession ~~cause~~or atby ~~any~~operation ~~time,~~of ~~upon~~law atwill ~~least~~thereafter ~~thirty~~be ~~(30)~~subject ~~days~~to ~~written~~such ~~notice~~transfer restrictions.

~~FSP~~On ~~Investments~~September ~~LLC~~24, ~~a wholly-owned subsidiary of Franklin Street~~2018, ~~provides~~East ~~investor~~Wacker consummated ~~services to~~ the ~~holders~~sale of the ~~Company’s~~Property ~~Preferred~~with ~~Stock.~~BCSP ~~The~~8 ~~investor~~303 ~~services agreement~~Property ~~between the Company and FSP Investments~~ LLC, ~~requires~~an ~~the~~assignee ~~Company to pay a monthly service fee~~ of ~~$500~~BCSP ~~and~~8 toAcquisition ~~reimburse FSP Investments~~ LLC ~~for~~and ~~its~~an ~~reasonable~~unaffiliated ~~out~~third-~~of-pocket expenses. The investor services agreement may be terminated by either~~ party, ~~with~~for ~~thirty~~a ~~days~~gross ~~written~~sale ~~notice~~price ~~or immediately upon the occurrence~~ of ~~certain events of default specified in the investor services agreement~~$182,000,000.

2 1

~~Hines~~On ~~Interests~~September ~~Limited~~25, ~~Partnership~~2018, East Wacker ~~provides~~filed ~~the~~its ~~Company~~certificate of dissolution with ~~day-to-day~~the ~~property~~Secretary ~~management~~of State of the State of Delaware, ~~construction~~which ~~management~~became effective on that date, and ~~leasing~~transferred ~~services~~its ~~relating~~remaining tonet ~~the~~assets ~~operation~~ (consisting primarily of cash) totaling $161,412,676 to the ~~Property~~Trust. ~~Hines~~Upon ~~Interests~~the ~~Limited~~transfer ~~Partnership~~of the isassets aand ~~third-party~~liabilities ~~service~~to ~~provider~~the ~~that~~Trust, isEast ~~not~~Wacker’s ~~related~~stock torecords orwere ~~affiliated~~closed, ~~with Franklin~~all ~~Street.~~of ~~The~~the ~~management~~outstanding ~~agreement~~shares ~~between~~of ~~the~~East ~~Company~~Wacker’s Preferred Stock and ~~Hines~~Common ~~Interests~~Stock ~~Limited~~were ~~Partnership~~cancelled, ~~requires~~and each stockholder of East Wacker automatically became the ~~Company~~holder toof ~~pay~~one unit ~~Hines~~of ~~Interests~~beneficial ~~Limited~~interest ~~Partnership~~in athe ~~monthly~~Trust ~~fee~~for ~~equal~~each to one ~~and~~share ~~three-quarters~~of ~~percent~~East ~~(1.75%)~~Wacker’s ofPreferred ~~the~~Stock ~~net~~then ~~operating~~currently ~~receipts collected~~held inof ~~the~~record ~~preceding~~by such ~~month~~stockholder. The ~~monthly~~rights ~~fee~~of isbeneficiaries ~~adjusted~~in totheir ~~one~~beneficial ~~and~~interests ~~nine-tenths~~are ~~percent~~not (1represented by any form of certificate or other instrument.~~90%)~~ Stockholders of ~~the~~East ~~net~~Wacker ~~operating~~on ~~receipts collected~~September in25, ~~the~~2018 ~~preceding~~were ~~month~~not ifrequired ~~the~~to ~~Property~~take isany ~~above~~action ~~eighty~~to ~~percent~~receive ~~(80%)~~units ~~leased~~of beneficial interests. ~~The~~On ~~management~~the ~~agreement~~date ~~between~~of the ~~Company and~~conversion, ~~Hines~~the ~~Interests~~economic ~~Limited~~value ~~Partnership~~of ~~operates~~one onunit aof ~~month-~~beneficial interest in the Trust was equivalent to~~-month~~ the ~~basis~~economic ~~and~~value ~~may~~of beone ~~terminated~~share ~~for~~of ~~cause~~East Wacker’s Preferred Stock.

~~Investment~~Although ~~Objectives~~East Wacker’s dissolution was effective on September 25, 2018, Section 278 of the General Corporation Law of the State of Delaware provides that East Wacker’s existence continues for at least three years after dissolution for limited purposes. Specifically, East Wacker will continue to exist for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against it, and enabling East Wacker gradually to settle and close its business, to dispose of and convey its property, to discharge its liabilities and to distribute to its stockholders any remaining assets, but not for the purpose of continuing the business for which East Wacker was organized.

~~Our~~On ~~investment~~September ~~objectives~~25, ~~are to (i) obtain cash available to pay dividends through rental receipts from operations of the Property~~2018, ~~(ii)~~FSP ~~have that cash increase~~East ~~over~~Wacker ~~time~~Drive asLLC, a ~~result~~wholly-owned subsidiary of ~~rental~~East ~~rate step increases in existing leases and new leasing activity in currently vacant space~~Wacker, ~~(iii) have~~filed ~~that cash potentially increase over time if rental rates increase for new leases, (iv) provide~~ a ~~return~~certificate of ~~capital~~cancellation towith ~~holders of our Preferred Stock if a capital event occurs, (v) provide increased equity in~~ the ~~Property~~Secretary ~~to our holders~~ of ~~Preferred~~State ~~Stock~~of asthe aState ~~result~~ of ~~potential appreciation in market value~~Delaware, ~~and~~which ~~(vi)~~became ~~preserve~~effective ~~and~~upon ~~protect the capital invested by the holders of our Preferred Stock~~filing. ~~We cannot be sure of meeting our objectives.~~

~~Our~~On ~~policy~~September is25, ~~not~~2018, following the dissolution of East Wacker, the Trustee authorized, pursuant to ~~make~~the ~~loans~~Trust Agreement, an initial liquidating distribution of a total of $158,015,000 to ~~other~~the ~~persons~~beneficial unit holders of the Trust, ~~not~~which amount was to ~~invest~~be inapportioned pro rata according to the beneficial ~~securities~~unit ofholders’ ~~other~~respective ~~issuers~~interest ~~for~~in the ~~purpose~~Trust as of ~~exercising~~September ~~control~~25, ~~not~~2018. The initial liquidating distribution was effected on September 27, 2018. After giving effect to ~~underwrite~~the initial liquidating distribution, as of September 27, 2018, the ~~securities~~Trust retained approximately $3,397,671 in assets, comprised of ~~other~~$1,793,853 ~~issuers~~in cash and cash equivalents, ~~not~~the right to ~~offer~~receive ~~securities~~up to $2,000,000 in ~~exchange~~escrow ~~for~~proceeds ~~property~~in accordance with the terms of the Purchase and ~~not~~Sale Agreement and related documents, and $104,581 in receivables, in order to ~~purchase~~wind orup ~~otherwise~~East ~~reacquire~~Wacker’s ~~our~~affairs, ~~securities.~~resolve any claims and discharge any liabilities of East Wacker ~~These~~during ~~policies~~East ~~may~~Wacker’s becontinued ~~changed~~existence byunder ~~our~~the ~~directors~~General ~~without~~Corporation aLaw ~~vote~~of the State of Delaware as described above. As of September 27, 2018, the ~~holders~~known liabilities of ~~shares~~East Wacker were estimated to be approximately $500,763, primarily consisting of accounts ~~our~~payable ~~Preferred~~and ~~Stock~~accrued expenses, taxes and professional fees, and the Trust has estimated that it will incur approximately $300,000 in costs related to the liquidation, including legal expenses, accounting expenses, tax reporting expenses, contractor services, and miscellaneous other expected future costs.

WeOn ~~have~~October ~~issued~~15, ~~our shares of Preferred Stock in the offering described above. No additional shares of Preferred Stock are authorized by our charter~~2018, ~~and~~East ~~authorization~~Wacker offiled ~~any~~a ~~increase~~Form in15 with the ~~number~~SEC ofto ~~authorized~~terminate ~~shares or~~ the ~~creation~~registration of ~~any~~East ~~new~~Wacker’s ~~series~~Preferred orStock ~~class~~under ~~of stock requires~~ the ~~affirmative~~Securities Exchange ~~vote~~Act of ~~the~~1934, ~~holders~~as ofamended ~~66.67% of~~ (the ~~outstanding~~“Exchange ~~shares of Preferred Stock~~Act”).

WeOn ~~intend~~November to13, ~~dispose~~2018, of the ~~Property~~Trust atreceived ~~such~~a ~~time~~no-action letter (the “No Action Letter”) from the SEC stating that ~~our~~the ~~Board~~Trust would not be required to register the units of ~~Directors~~beneficial ~~determines~~interests ~~that~~under wethe ~~have~~Exchange ~~achieved~~Act ~~our~~if ~~investment~~it ~~objectives~~operated as described in that letter. WePursuant doto ~~not~~the ~~intend~~No Action Letter and the Trust Agreement, the Trust’s activities are restricted to ~~reinvest~~the liquidation of the assets and liabilities transferred by East Wacker to the Trust, and distributing the proceeds therefrom to the beneficiaries, and paying all liabilities, costs and expenses of ~~any~~East ~~such~~Wacker ~~disposition~~and the Trust. WeUnder ~~also~~the doNo ~~not~~Action ~~intend~~Letter, tothe ~~list~~Trustee ~~our~~agreed ~~shares~~to offile ~~Preferred~~Annual ~~Stock~~Reports on anForm ~~exchange~~10-K with unaudited financial statements and ~~therefore~~Current Reports on Form 8-K upon the occurrence of a material event relating to the Trust with dothe ~~not~~SEC. ~~expect~~The ~~any~~Trust ~~trading~~is ~~market~~not required to ~~develop~~file periodic reports on Form 10-Q, file proxy statements, or present its financial statements in ~~such~~an ~~shares~~interactive format through the use of XBRL under the terms of the No Action Letter.

~~Permanent Mortgage Loan~~Distributions

OnThe ~~August~~Plan ~~3, 2011, we entered into a mortgage note in favor~~ of ~~John~~Dissolution ~~Hancock Life Insurance Company (U.S.A.) (the “Lender”) to evidence a loan in the original~~provides ~~principal amount of $35,000,000~~ that ~~matures~~liquidating ondistributions ~~September~~will ~~1, 2021 (the “Loan”). The proceeds of the Loan are being held by the Lender for the Company’s benefit in a restricted reserve account or accounts to~~ be ~~drawn~~made ~~upon by the Company from time~~ to ~~time for tenant improvement costs and leasing commissions at~~ the ~~Property~~beneficiaries ~~upon~~as ~~satisfaction~~determined ofby ~~certain conditions. The Loan bears interest at~~ the ~~fixed rate of 4~~Trustee.~~83%~~ ~~per~~On ~~annum.~~September ~~We were obligated to make monthly payments of interest only for the initial 60 months of the Loan. Thereafter~~27, ~~we are obligated to make monthly payments of principal and interest for the remaining 60 months~~2018, ~~based on a 25-year amortization schedule, until~~ the ~~maturity date, when all outstanding amounts become due. Commencing~~Trust oneffected ~~October 1, 2016,~~ the ~~Loan~~conveyance ~~became payable in monthly payments~~ of ~~principal and interest in~~ the ~~amount~~initial ofliquidating ~~$201,155.~~distribution Weto ~~may prepay~~ the ~~Loan~~holders ~~with a prepayment premium, as defined in the Loan agreement. The Loan is secured, in part, by a mortgage, assignment~~ of ~~leases~~ ~~and~~units ~~rents and security agreement (the “Mortgage”) from the Company in favor~~ of ~~the~~beneficial ~~Lender.~~interest ~~The Mortgage constitutes a lien against the Property and has been recorded~~ in the ~~land~~Trust ~~records~~ of ~~Cook County, Illinois. Subject to customary exceptions,~~ ~~the~~a ~~Loan~~total ~~is nonrecourse to the Company. As~~ of ~~December 31, 2017, we had drawn an aggregate of~~ $31158,~~070~~015,000 ~~from~~pursuant the restricted reserve account(s). Interest expense paid on the Loan for the years ended December 31, 2017 and 2016 was $1,665,000 and $1,690,000, respectively. The documents evidencing and securing the Loan include restrictions on property liens and require compliance with various non-financial covenants, which include the requirement that we provide annual reports to the ~~Lender.~~Plan ~~We were in compliance with the Loan covenants as~~ of ~~December 31, 2017 and December 31, 2016~~Dissolution.

AsTax ofTreatment ~~December 31, 2017, scheduled principal payments under the Loan for the next four years are as follows:~~

(in thousands)
2018	$ 786
2019	824
2020	865
2021	31,595

For Federal income tax purposes, the Trust is treated as a “grantor” trust. As such, the Trust itself is not subject to Federal income tax. Instead, each beneficiary will be treated as having a direct interest in an allocable pro rata share of each asset and liability of the Trust. As a result, an allocable portion of all items of Trust income, deductions and credits must be reported by beneficiaries on their income tax return(s).

Fees paid associated with the Loan were $304,000 and are being amortized on the straight-line basis over the term of the Loan. Amortization expense for each of the years ended December 31, 2017 and 2016 is $30,000 and is included in interest expense in the Company’s Consolidated Statements of Operations.2

3 The Trust has issued an annual information statement to our beneficiaries with tax information for their 2018 tax returns. Beneficiaries are urged to consult with their own tax advisers as to their own filing requirements and the appropriate tax reporting of this information on their returns.

~~Competition~~Segment Information

We believe that the downtown Chicago office market, which we refer to as the Central Business District, witnessed an increase in total vacancy during 2017 compared to 2016. We believe that the increase in vacancy in the Central Business District during 2017 was primarily attributable to increased supply from new construction and a lack of meaningful net absorption. The Property is located in the East Loop submarket of the Central Business District. We believe that vacancy rates in the East Loop also increased during 2017 compared to 2016, but we think that the increase in the East Loop was primarily caused by an increase in available sublease space. The Property is competing against the other office buildings which are or may become available in the general area in which the Property is located and which may be priced at rental levels lower than those for space in the Property or which may otherwise be more attractive to tenants. In order to lease existing vacancy, the Property must be competitive, in regards to cost and amenities, with other buildings of similar use near our location. Some of our competitors may have significantly more resources than we do and may be able to offer more attractive rental rates or services. On the other hand, some of our competitors may be smaller or have lower fixed overhead costs, less cash or other resources that make them willing or able to accept lower rents in order to maintain a certain occupancy level. If, at any time, there is no existing significant competition for the Property, our competitors may decide to enter the market and build new buildings to compete with our Property. Our competition is not ~~only~~report ~~with~~segment ~~other developers, but also with property users who choose to own their building~~information. In addition, larger market forces beyond our control, such as general economic conditions, may increase competition among landlords for quality tenants and individual decisions beyond our control. Given that the Property is a multi-tenant office tower that is leased to a diverse group of office and retail tenants with staggered lease expirations, we cannot predict which competitive factors will be relevant to prospective future tenants at this time. We believe that the existing vacant space at the Property will ultimately be leased to new tenants.

Employees

We ~~had~~have no employees asor executive officers. All of ~~December 31,~~our ~~2017~~work is performed by the Trustee directly or through contract services.

~~Available Information~~3

WeItem are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, we file reports and other information with the Securities and Exchange Commission (SEC)1A. ~~This~~Risk Annual Report on Form 10-K and other reports and other information we file can be inspected and copied at the SEC Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 on official business days during the hours of 10:00 am to 3:00 pm. Such reports, proxy and information statements, if any, and other information about issuers that file electronically with the SEC may also be obtained from the web site that the SEC maintains at http://www.sec.gov. Further information about the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.Factors

WeRisk ~~will~~associated ~~make~~with ~~available and voluntarily provide, free of charge upon written request at the address on the cover of this Annual Report on Form 10-K, a copy of~~ our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SECliquidation. ~~We do not maintain a website.~~

~~Item~~In 1Aaddition to other information in this annual report on Form 10-K, the following risk factors should be carefully reviewed because such factors may have a significant impact on the execution of the Plan of Dissolution and the timing and amount of future liquidating distributions, if any, to our beneficial unit holders. ~~Risk~~As ~~Factors~~a result of the risk factors set forth below and elsewhere in this Form 10-K, actual results could differ materially from those projected in any forward-looking statements.

~~Not~~We ~~applicable~~cannot assure you of the exact amount or timing of any future distribution to our beneficial unit holders.

~~Item~~The 1Bliquidation and dissolution process is subject to numerous uncertainties and may result in less than anticipated or no remaining capital available for future distribution to our beneficial unit holders. ~~Unresolved~~The ~~Staff~~precise ~~Comments~~nature, amount and timing of any future distribution to our beneficial unit holders will depend on and could be delayed by, among other things, currently unknown creditor claims or lawsuits and unexpected or greater than expected expenses. Furthermore, we cannot provide any assurances that we will actually make additional distributions.

~~Not~~We ~~applicable~~will continue to incur liabilities and expenses that will reduce the amount available for distribution out of the liquidation to beneficial unit holders.

4 Liabilities and expenses from operations, such as legal, accounting and investor services fees and other operating expenses, will continue to be incurred as we complete the Plan of Dissolution. These expenses and liabilities will reduce the amount of assets available for future distribution to beneficial unit holders.

~~Item~~If 2our existing contingency reserve for payment of our expenses and liabilities is inadequate, the amount available for distribution to beneficial unit holders could be reduced, or if any liability exceeds our remaining assets, each beneficial unit holder could be held liable for payment to our creditors of his or her pro rata share of amounts owed to creditors in excess of the Trust’s remaining assets, up to the amount actually distributed to each such beneficial unit holder. ~~Properties~~

~~Set~~Although ~~forth~~the ~~below~~liability of any beneficial unit holder is ~~information~~limited ~~regarding~~to the ~~Property~~ amounts received by such beneficial unit holder, both as a stockholder of ~~December~~East 31Wacker, ~~2017:~~and as a beneficiary of the Trust, from either East Wacker or the Trust in the liquidation process, a beneficiary could be required to return all distributions previously made to such stockholder/beneficiary and receive nothing from us, if amounts required to settle the Trust’s remaining liabilities exceed available assets. Moreover, in the event a stockholder/beneficiary has paid taxes on amounts previously received, a repayment of all or a portion of such amount could result in the beneficial unit holder incurring a net tax cost if the beneficial unit holder’s repayment of an amount previously distributed does not cause a commensurate reduction in taxes payable. While we have endeavored to make adequate reserves for all known and contingent liabilities, there is no guarantee that the reserves established by us, or our remaining assets will be adequate to cover all such expenses and liabilities.

Property Location	Date of Purchase	Approx. Square Feet	Percent Leased	Number of Tenants	Name of Major Tenants(1)	Annual Rent Revenue from Major Tenants For the Year Ended December 31, 2017
303 East Wacker Drive Chicago, Illinois 60601	1/5/2007	860,000	73.5%	45	Maximus and Kelly Scott & Madison	$3,843,000

We may be subject to final examinations by taxing authorities across various jurisdictions, which may impact the amount of taxes that we pay and the ultimate distributions to our beneficiaries.

~~(1) Major~~The Trust evaluates its probable exposures associated ~~tenants~~with ~~represent~~the ~~greater~~tax ~~than~~filing ~~10%~~positions of ~~rental~~both ~~revenue~~East asWacker ofand the Trust. At December 31, ~~2017~~2018, the Trust believes it has no such exposures, and accordingly has not accrued any such charges. Significant judgment is required in determining the Trust’s provision for income taxes payable, and as a result, the Trust’s determinations may not prove to be accurate. East Wacker and/or the Trust may be subject to final examination by taxing authorities; thus, a final determination by the taxing authorities could increase or decrease amounts of cash available for distribution to our stockholders, perhaps significantly.

~~The~~A ~~average~~Successor ~~effective~~Trustee ~~annual~~may ~~rent per~~need ~~leased~~to ~~square~~be ~~foot~~appointed ~~for~~to complete the ~~years~~Plan ~~ended~~of ~~December 31~~Dissolution, ~~2017~~which ~~and~~could ~~2016~~delay ~~was~~the ~~$17.19~~final distribution and ~~$18.82,~~closing ~~respectively~~of the Trust.

WeThe ~~acquired~~Trust Agreement provides that in the ~~Property~~event onof ~~January 5~~death, resignation ~~2007~~or ~~through~~removal aof ~~limited~~the ~~liability company~~Trustee, ~~all~~a ofsuccessor ~~whose~~trustee ~~equity~~will ~~interest~~be isappointed. ~~owned~~In such event, ~~directly~~there ormay ~~indirectly,~~be bya ~~the~~delay ~~Company.~~in In the ~~opinion~~ administration of ~~our~~the ~~management,~~Trust while the ~~Property~~successor trustee is ~~adequately~~appointed ~~covered~~and bytakes ~~insurance.~~office, ~~The~~which ~~Property~~may isdelay ~~currently~~the ~~encumbered~~final byliquidating distribution, if any, and the ~~Loan.~~closure of the Trust

The Property was completed in 1979 and is a twenty-eight story multi-tenant office tower located in downtown Chicago, Illinois containing approximately 860,000 rentable square feet of office and retail space and a 294-stall underground parking garage.

~~The following table reflects certain information for the leases that are expiring over the next ten years:~~4

				Percentage of
			Annualized	Annualized
	Number		Rents by Year	Rents by Year
	of Leases	Square Feet	of Lease	of Lease
Year	Expiring	Expiring	Expiration(1)	Expiration
2018	5	35,335	$ 656,703	5.07%
2019	7	40,713	809,203	6.25%
2020	7	26,907	620,746	4.79%
2021	5	46,807	782,424	6.04%
2022	6	117,147	2,599,481	20.07%
2023	-	-	-	0.00%
2024	5	151,299	3,299,670	25.48%
2025	1	13,293	498,540	3.85%
2026	4	24,847	561,430	4.33%
2027	4	116,663	3,123,283	24.12%
Total	44	573,011	$ 12,951,480	100.00%

Item 1B. Unresolved Staff Comments

~~(1) Reflects the annualized contractual minimum rental income from non-cancelable leases at December 31, 2017~~None.

~~Below~~Item ~~is certain information with respect to the Property’s tenants and leases~~2. Properties

~~Tenants~~Our principal office is located at 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880.

~~The~~Item ~~Property was approximately 73~~3.~~5% leased as of December 31, 2017 to a diverse group of tenants with staggered lease expirations. We believe that any tenant~~ Legal that leases 10% or more of the Property’s rentable space is material. As of December 31, 2017, 45 tenants were leasing space at the Property, with the largest being Tribune Media at approximately 60,952 square feet, or approximately 7.1% of the Property’s rentable space. Tribune Media’s rent payments commenced in March 2018.Proceedings

5 The Trust or the Trustee is not presently subject to any claims or litigation, nor to the Trustee’s knowledge, are any such claims or litigation threatened against East Wacker or the Trust.

~~Leases~~Item 4. Mine Safety Disclosures

InNot ~~general, office leases at the Property are structured on a triple-net (NNN) basis with respect to expenses, so that the tenant is responsible for its respective pro-rata percentage of expenses~~applicable. ~~In general, concourse level (lower level) retail tenants have full service gross rent leases under which gross rent includes expenses.~~

~~Additional Operating Data~~5

~~Additional~~PART information regarding the amount of the Property’s annual real estate taxes and insurance can be found in the Consolidated Statements of Operations that are included with this Form 10-K. Additional information regarding the Property’s Federal tax basis, rate, method and life claimed for purposes of depreciation can be found in the Notes to Consolidated Financial Statements that are included with this Annual Report on Form 10-K.II

Item 35. Market For ~~Legal~~Registrant’s ~~Proceedings~~Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

~~There~~Market are no material legal proceedings to which the Company is a party. The Company from time to time may be involved in lawsuits including, but not limited to, lawsuits relating to the real property it owns for liability for slips and falls, damage to automobiles in the parking garage, minor theft or similar matters. The Company expects that most of these suits will be covered by insurance, subject to customary deductions. In addition, in the ordinary course of business, the Company may become involved in litigation to collect rents or other income due to it from tenants.Information

~~Item~~There 4is no public market for the units of beneficial interest in the FSP 303 East Wacker Drive Corp. ~~Mine~~Liquidating ~~Safety~~Trust. ~~Disclosures~~The units of beneficial interest are not and will not be listed on any exchange, quoted by a securities broker or dealer, nor admitted for trading in any market, including the over-the-counter market. The units of beneficial interests are not transferable except by operation of law, will or intestate succession, all in accordance with the terms and conditions of the Trust Agreement.

~~Not~~Beneficiaries ~~applicable.~~

6 As of February 28, 2019, there were 2,210 holders of beneficial interest in the Trust. The rights of beneficiaries in the Trust are not represented by any form of certificate or other instrument. Rather, the Trustee, through its transfer agent, is maintaining a record of the name and address of each beneficiary holding units of record and such beneficiary’s aggregate units of beneficial interest in the Trust.

~~PART~~Dividends II

~~Item~~Distributions ~~5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~

~~There~~On isSeptember no27, ~~established~~2018, ~~public~~following ~~trading~~the ~~market~~dissolution ~~for~~of East Wacker, the ~~Company~~Trustee authorized, pursuant to the Trust Agreement, an initial liquidating distribution of a total of $158,015,000 to the beneficial unit holders of the Trust, which amount was to be apportioned pro rata according to the beneficial unit holders’s ~~Common~~respective ~~Stock~~interest orin ~~Preferred~~the ~~Stock~~Trust as of September 25, 2018.

AsEquity ofCompensation ~~February~~Plan 28, 2018, Franklin Street was the sole holder of record of the Common Stock and there were 856 holders of record of the Preferred Stock. This computation is based upon the number of record holders reflected in our corporate records. The final sale of Preferred Stock occurred on December 27, 2007 and following that date no further distributions or dividends have been or will be declared on the Common Stock.Information

~~Set~~The ~~forth~~Trust ~~below~~has ~~are~~no ~~the~~equity ~~distributions~~compensation ~~made to the holders of our Preferred Stock in respect of each quarter during the past two fiscal years~~plans. Distributions are determined based on the Company’s Board of Directors’ review of cash available for distribution and distribution requirements necessary for the Company to continue to qualify as a real estate investment trust. We cannot guarantee the future payment of dividends or the amount of any such dividends. See the Notes to Consolidated Financial Statements that are included with this Annual Report on Form 10-K for additional information.

~~The~~Item ~~Company’s board of directors~~6. Selected ~~declared~~Financial ~~and paid cash distributions as follows:~~Data

Quarter Paid	Distributions Per Preferred Share		Total Distributions
First quarter of 2017	$	330	$	729,300
Second quarter of 2017	$	330	$	729,300
Third quarter of 2017	$	335	$	740,350
Fourth quarter of 2017	$	340	$	751,400
First quarter of 2016	$	—	$	—
Second quarter of 2016	$	316	$	698,360
Third quarter of 2016	$	316	$	698,360
Fourth quarter of 2016	$	316	$	698,360

Not applicable.

~~The Company does not have an equity compensation plan or any outstanding stock options or other securities convertible into Common Stock.~~6

Item 67. Management’s Discussion ~~Selected~~and Analysis of Financial ~~Data~~Condition and Results of Operations.

~~Not~~As ~~applicable~~used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms “we,” “us,” “our,” and “the Trust” refer to the FSP 303 East Wacker Drive Corp. Liquidating Trust . The use of “East Wacker” refers to FSP 303 East Wacker Drive Corp., except where the context otherwise requires.

7 The following discussion should be read in conjunction with our condensed financial statements and notes appearing elsewhere in this Form 10-K. Such financial statements and information have been prepared to reflect our net assets in liquidation.

~~Item~~Forward-Looking 7.Statements ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~

~~The~~This ~~following~~report ~~discussion~~contains ~~should~~forward-looking bestatements ~~read~~within ~~in conjunction with~~ the ~~financial~~meaning ~~statements~~of ~~and~~Section ~~notes~~27A ~~thereto~~of ~~appearing~~the ~~elsewhere~~Securities inAct ~~this~~of ~~report.~~1933, ~~Historical~~as ~~results~~amended, and ~~percentage~~ ~~relationships~~Section ~~set~~21E ~~forth~~of in the ~~financial~~Securities ~~statements,~~Exchange Act ~~including~~of ~~trends which might appear~~1934, ~~should~~as ~~not~~amended. beForward-looking ~~taken~~statements asrepresent ~~necessarily indicative~~our ofcurrent ~~future~~expectations, ~~operations.~~assumptions, ~~The~~estimates ~~following discussion~~ and ~~other~~projections about ~~parts~~the ofFSP ~~this~~303 ~~Annual~~East ~~Report~~Wacker onDrive ~~Form~~Corp. ~~10-K~~Liquidating ~~may~~Trust. ~~also~~These ~~contain~~ forward-looking statements ~~based~~include onestimates ~~current~~of ~~judgments~~the ~~and~~net ~~current knowledge~~ assets of ~~management~~the Trust, ~~which~~statements ~~are~~about ~~subject~~the toamount ~~certain~~and ~~risks,~~timing ~~trends~~of ~~and~~the ~~uncertainties that~~payment ~~could~~of ~~cause~~additional ~~actual~~liquidating ~~results~~distributions toand ~~differ~~statements ~~materially~~about the ~~from~~Trust’s ~~those~~operating ~~indicated~~costs inthrough ~~such~~termination ~~forward-looking~~of ~~statements.~~the ~~Accordingly~~Trust, ~~readers are~~which ~~cautioned~~will ~~not~~vary towith ~~place~~the ~~undue~~length ~~reliance~~of ontime it operates. The forward-looking statements. ~~Investors~~in this report are ~~cautioned~~subject ~~that~~to ~~our~~a ~~forward-looking~~number ~~statements involve~~of significant risks and ~~uncertainty~~uncertainties, ~~including~~and ~~without~~there ~~limitation,~~can ~~economic~~be ~~conditions~~no inassurance that the expectations ~~United~~reflected ~~States and~~ in ~~the~~those ~~market~~statements ~~where~~will ~~we own~~be ~~the~~realized ~~Property,~~or ~~disruptions~~achieved. inSuch ~~the~~risks ~~debt~~and ~~markets~~uncertainties include, ~~risks~~without oflimitation, the arisk ~~lessening~~that ofthe ~~demand~~Trust ~~for~~may ~~the~~not ~~type~~be ofable ~~real~~to ~~estate~~realize ~~owned~~its bycurrent ~~us,~~estimate ~~changes in~~of ~~government~~the ~~regulations~~net ~~and~~value ~~regulatory~~of ~~uncertainty,~~its ~~geopolitical~~assets; ~~events,~~the ~~expenditures~~risk that ~~cannot~~the beTrust may ~~anticipated~~have ~~such~~underestimated asits ~~utility rate~~obligations and ~~usage increases~~liabilities, ~~unanticipated~~including ~~repairs~~without limitation, ~~uncertainty~~operating ~~about~~expenses ~~government~~incurred ~~fiscal~~in ~~policy,~~connection with ~~uncertainties~~carrying ~~relating~~out to the ~~impact~~ Plan of ~~the~~Dissolution, ~~enactment~~liabilities and obligations of ~~the~~East ~~Tax~~Wacker ~~Cuts~~or ~~and~~the ~~Jobs~~Trust, ~~Act~~discharge onof ~~December~~any ~~22,~~outstanding creditor ~~2017~~claims, ~~additional~~and ~~staffing,~~the ~~insurance~~termination ~~increases~~of ~~and~~the ~~real~~Trust. ~~estate~~See ~~tax valuation~~Item ~~reassessments.~~1A, ~~Although~~“Risk weFactors” ~~believe~~for ~~the~~additional ~~expectations~~information ~~reflected~~regarding certain inof ~~the~~these ~~forward-looking~~risks ~~statements~~and ~~are~~uncertainties. ~~reasonable,~~In welight ~~cannot guarantee~~of ~~future~~these ~~results~~risks, ~~levels~~uncertainties ofand ~~activity~~assumptions, ~~performance~~readers orare ~~achievements.~~cautioned Wenot ~~may~~to place ~~not~~undue ~~update~~reliance ~~any~~on ofsuch ~~the~~forward-looking statements. These forward-looking statements represent beliefs and assumptions only ~~after~~as of the date of this ~~Annual~~report. ~~Report~~Except onas ~~Form~~required ~~10-K~~by isapplicable ~~filed~~law, towe ~~conform~~do ~~them~~not intend to ~~actual~~update ~~results~~ or torevise ~~changes~~forward-looking ~~in our expectations that~~statements ~~occur~~contained ~~after~~in ~~such~~this ~~date,~~report ~~other~~to ~~than~~reflect asfuture ~~required~~events byor ~~law~~circumstances.

~~Overview~~History

~~FSP 303~~ East Wacker ~~Drive Corp., which we refer to as the Company,~~ is a Delaware corporation formed to purchase, own, and operate a twenty-eight story Class “A” multi-tenant office tower containing approximately 860,000 rentable square feet of office and retail space and a 294-stall underground parking garage located in downtown Chicago, Illinois, which we refer to as the Property. East Wacker operated in a manner intended to qualify as a real estate investment trust, or REIT, for federal income tax purposes.

~~Franklin~~East ~~Street~~Wacker ~~Properties~~was ~~Corp.,~~organized ~~which~~in weDecember ~~refer~~2006 toby as Franklin Street, is the sole holder of our one share of common stock, $.01 par value per share, which we refer to as the Common Stock, that is issued and outstanding. Between February 2007 and December 2007, FSP Investments LLC, a wholly-owned subsidiary of Franklin Street, ~~completed~~Properties ~~the sale on a best efforts basis of 2,210 shares of our preferred stock, $~~Corp.~~01 par value per share~~, which we refer to as ~~the~~Franklin ~~Preferred~~Street (NYSE ~~Stock~~American: FSP). FSP Investments LLC ~~sold~~acted ~~the~~as ~~Preferred Stock in~~ a ~~private~~real ~~placement~~estate ~~offering to~~investment ~~“accredited~~firm ~~investors”~~and ~~within~~broker/dealer ~~the~~with ~~meaning~~respect ofto ~~Regulation~~(a) ~~D under~~ the ~~Securities Act~~ organization of ~~1933.~~East ~~Since~~Wacker, ~~the~~(b) ~~completion of~~ the ~~placement~~acquisition of the ~~Preferred~~Property ~~Stock~~by inEast ~~December~~Wacker ~~2007,~~and ~~Franklin~~(c) ~~Street~~the ~~has~~sale ~~not~~of ~~been~~equity ~~entitled~~interests ~~to share~~ in ~~any~~East ~~earnings or dividend related to the Common Stock~~Wacker.

WeEast ~~operate~~Wacker inpurchased one business segment, which is real estate operations, and own a single property. Our real estate operations involve real estate rental operations, leasing services and property management services. The main factor that affects our real estate operations is the ~~broad economic market~~Property ~~conditions~~from inan ~~the~~unaffiliated ~~United~~third ~~States~~party ~~and,~~for ~~more specifically~~$167, ~~the economic conditions in Chicago~~000,000 ~~Illinois, the relevant submarket. These market conditions affect the occupancy levels and the rent levels~~ on ~~both~~January a5, ~~national and local level~~2007. ~~We have no influence on national or local market conditions.~~

~~Trends~~East ~~and~~Wacker ~~Uncertainties~~commenced operations in January 2007.

~~Economic~~Franklin ~~Conditions~~Street held the sole share of East Wacker’s common stock, $.01 par value per share, which we refer to as the Common Stock. Between February 2007 and December 2007, FSP Investments LLC completed the sale on a best efforts basis of 2,210 shares of East Wacker’s preferred stock, $.01 par value per share, which we refer to as the Preferred Stock. East Wacker sold the Preferred Stock in a private placement offering to “accredited investors” within the meaning of Regulation D under the Securities Act of 1933. Between February 7, 2007 and December 27, 2007, East Wacker held 17 investor closings, at each of which shares of Preferred Stock were sold and funds were received. On December 27, 2007, Franklin Street purchased 965.75 shares of Preferred Stock (approximately 43.7% of the issued and outstanding shares of Preferred Stock).

~~The~~Overview ~~economy in the United States is continuing to experience a period~~ of ~~moderate~~Sale economic growth, which directly affects the demand for office space, our primary income producing asset. The broad economic market conditions in the United States are affected by numerous factors, including but not limited to, inflation and employment levels, energy prices, the pace of ~~economic growth and/or recessionary concerns, uncertainty about government fiscal and tax policy, changes in currency exchange rates, geopolitical events,~~ the ~~regulatory environment~~Property, ~~the~~ ~~availability~~Plan of ~~credit~~Dissolution and ~~interest~~Trust ~~rates. In~~Agreement addition, the Federal Reserve Bank has indicated that it could raise interest rates further in 2018. We could benefit from any further improved economic fundamentals and increasing levels of employment. We believe that the economy is in a cyclically-slower but prolonged broad-based upswing. However, future economic factors may negatively affect real estate values, occupancy levels and property income.

~~Real~~On ~~Estate~~June ~~Operations~~20, 2018, the Board of Directors of East Wacker approved (i) the sale of the Property to an unaffiliated third-party buyer for a gross sales price of no less than $182,000,000 and (ii) the subsequent dissolution and liquidation of East Wacker pursuant to a Plan of Complete Dissolution and Liquidation (the “Plan of Dissolution”), intended to allow for the orderly disposition of East Wacker’s remaining assets and liabilities. On August 17, 2018, East Wacker received the required vote of the stockholders to approve the Plan of Dissolution. The Plan of Dissolution provided the Board of Directors with the authority to transfer East Wacker’s remaining assets and liabilities to a liquidating trust without further approval by its stockholders, in order to complete the Plan of Dissolution.

The Property was approximately 73.5% leased as of December 31, 2017 to a diverse group of tenants with staggered lease expirations, representing no change from the leased rate as of December 31, 2016. We believe that any tenant that leases 10% or more of the Property’s rentable space is material. As of December 31, 2017, 45 tenants were leasing space at the Property, with the largest being Tribune Media at approximately 60,952 square feet, or approximately 7~~.1% of the Property’s rentable space.~~

On June 28, 2018, East Wacker entered into an agreement (the “Purchase and Sale Agreement”) with BCSP 8 Acquisition LLC, an unaffiliated third-party, for the sale of the Property for a gross sales price of $182,000,000.

~~During~~On September 5, 2018, East Wacker and FSP Property Management LLC, as Trustee (the ~~three~~“Trustee”), ~~months~~formed ~~ended~~the ~~December~~Trust by entering into the Liquidating Trust 31Agreement (as amended, ~~2017~~the “Trust Agreement”), wefor ~~worked~~the ~~with~~creation ~~several~~and ~~existing~~operation ~~tenants~~of onthe ~~potential~~FSP ~~lease~~East ~~extensions~~Wacker Tenth Street Corp. Liquidating Trust. FSP Property Management LLC previously served as East Wacker’s asset manager and weis a wholly-owned subsidiary of Franklin Street. The Trust’s activities are ~~targeting~~restricted ~~leased~~to ~~occupancy~~the conservation and protection of ~~approximately 75%~~the assets transferred by East Wacker to the ~~end~~Trust and the administration thereof, including the payment of any liabilities, costs and expenses of East Wacker or the ~~first~~Trust. ~~quarter~~The Trust will terminate upon the earlier of ~~2018~~the distribution of all of the Trust’s assets in accordance with the terms of the Trust Agreement, or the expiration of a period of three years from the effective date of the Trust. The existence of the Trust may, however, be extended for up to two additional one-year periods in the Trustee’s reasonable discretion. The beneficial interests in the Trust are not transferable except by will, intestate succession or by operation of law. Any beneficial interests in the Trust transferred by will, intestate succession or by operation of law will thereafter be subject to such transfer restrictions.

WeOn ~~believe~~September ~~that the downtown Chicago office market~~24, ~~which we refer to as the Central Business District~~2018, ~~witnessed~~East ~~an increase in total vacancy during 2017 compared~~Wacker toconsummated ~~2016. We believe that~~ the ~~increase~~sale inof ~~vacancy in~~ the ~~Central~~Property ~~Business~~with ~~District~~BCSP ~~during~~8 ~~2017~~303 ~~was primarily attributable to increased supply from new construction and a lack of meaningful net absorption. The~~ Property ~~is located in the East Loop submarket of the Central Business District. We believe that vacancy rates in the East Loop also increased during 2017 compared to 2016~~LLC, ~~but we think that the increase in the East Loop was primarily caused by~~ an ~~increase~~assignee inof ~~available~~BCSP ~~sublease~~8 ~~space. During the three months ended December 31~~Acquisition, ~~2017,~~LLC ~~we believe that vacancy rates increased slightly~~ and ~~that~~an ~~rental~~unaffiliated ~~rates increased slightly for buildings in Chicago’s East Loop office submarket. We believe that several factors~~third-party, ~~including weaker market conditions during 2017 and early 2018 and~~ for a ~~limited~~gross ~~supply~~sale price of ~~larger tenant prospects~~$182, ~~have caused us to focus on renewing and expanding existing tenants~~000, ~~while also attempting to attract smaller and mid-sized prospective tenants~~000. ~~Accordingly, we believe that it may take longer than we had previously expected to stabilize the Property at a higher occupancy level.~~

ItOn isSeptember ~~difficult~~25, ~~for~~2018, ~~management~~East Wacker tofiled ~~predict~~its ~~what~~certificate ~~will~~of ~~happen~~dissolution towith ~~occupancy~~the ~~and~~Secretary ~~rents~~of inState of the ~~future~~State ~~because~~of ~~the~~Delaware, ~~need~~which ~~for~~became ~~space~~effective ~~and~~on ~~the~~that ~~price~~date, and ~~tenants~~transferred ~~are~~its ~~willing~~remaining ~~to pay~~net ~~are~~assets ~~tied~~(consisting toprimarily ~~both~~of ~~the~~cash) ~~local~~totaling ~~economy~~$161,412,676 ~~and~~ to the ~~larger~~Trust. ~~trends~~Upon in the ~~national~~transfer ~~economy,~~of the ~~such~~assets asand ~~job~~liabilities ~~growth,~~to ~~interest~~the ~~rates~~Trust, ~~the availability~~East ofWacker’s ~~credit~~stock ~~and~~records ~~corporate~~were ~~earnings~~closed, ~~which~~all inof ~~turn~~the ~~are~~outstanding ~~tied~~shares toof ~~even~~East ~~larger~~Wacker’s Preferred ~~macroeconomic~~Stock and ~~political~~Common ~~factors,~~Stock ~~such as~~were ~~recessionary concerns~~cancelled, ~~volatility in energy pricing~~ and ~~the~~each ~~risk~~stockholder of ~~terrorism.~~East InWacker ~~addition~~automatically tobecame the ~~difficulty~~holder of ~~predicting~~one ~~macroeconomic~~unit ~~factors,~~of itbeneficial isinterest ~~difficult~~in tothe ~~predict~~Trust ~~how~~for ~~our~~each ~~local~~one ~~market~~share orof ~~tenants~~East ~~(existing~~Wacker’s ~~and~~Preferred ~~potential)~~Stock ~~will~~then ~~suffer~~currently orheld ~~benefit~~of ~~from~~record ~~changes~~by insuch ~~the larger economy~~stockholder. InThe ~~addition,~~rights ~~because~~of ~~the~~beneficiaries ~~Property is~~ in atheir ~~single~~beneficial ~~geographical~~interests ~~market,~~are ~~these~~not ~~macroeconomic~~represented ~~trends~~by ~~may~~any ~~have a~~form ~~different~~of ~~effect~~certificate onor ~~the~~other instrument. ~~Property~~Stockholders ~~and on its tenants (existing and potential), some~~ of ~~which~~East ~~may~~Wacker ~~operate~~ on aSeptember ~~national~~25, ~~level. Although~~2018 wewere ~~cannot~~not ~~predict~~required ~~how~~to ~~long~~take itany ~~will~~action ~~take~~ to ~~lease~~receive ~~vacant~~units ~~space~~of atbeneficial interests. On the ~~Property~~date orof ~~what~~ the ~~terms~~conversion, ~~and~~the ~~conditions~~economic value of ~~any new~~one ~~leases~~unit ~~will~~of ~~be,~~beneficial weinterest ~~expect~~in tothe ~~sign~~Trust ~~new~~was ~~leases~~equivalent atto the ~~then-current~~economic ~~market~~value ~~rates~~of ~~which~~one ~~may~~share beof ~~below~~East ~~the~~Wacker’s ~~expiring~~Preferred ~~rates~~Stock.

~~The~~Although ~~potential~~East ~~for~~Wacker’s ~~any of our tenants~~dissolution towas ~~default~~effective on ~~its~~September ~~lease~~25, or2018, toSection ~~seek~~278 of the ~~protection~~General Corporation Law of ~~bankruptcy~~the ~~laws~~State ~~exists.~~of IfDelaware ~~any~~provides ofthat ~~our~~East ~~tenants~~Wacker’s existence ~~defaults~~continues onfor ~~its~~at ~~lease,~~least wethree ~~may experience~~years ~~delays~~after indissolution ~~enforcing~~for ~~our~~limited ~~rights~~purposes. asSpecifically, aEast ~~landlord~~Wacker ~~and~~will ~~may~~continue ~~incur~~to exist ~~substantial~~for ~~costs~~the inpurpose ~~protecting~~of ~~our~~prosecuting ~~investment.~~and Indefending ~~addition~~suits, at ~~any~~whether ~~time~~civil, acriminal ~~tenant~~or ~~may~~administrative, ~~seek~~by ~~the~~or ~~protection~~against ~~of bankruptcy laws~~it, ~~which~~and ~~could~~enabling East ~~result~~Wacker ingradually ~~the~~to ~~rejection~~settle and ~~termination~~close ofits ~~such~~business, ~~tenant’s lease~~to dispose of and ~~thereby~~convey ~~cause~~its aproperty, ~~reduction~~to indischarge ~~cash~~its ~~available~~liabilities ~~for~~and to ~~distribution~~distribute to ~~our~~its stockholders. ~~Bankruptcy~~any orremaining aassets, ~~material~~but ~~adverse~~not ~~change in~~for the ~~financial~~purpose ~~condition~~ of acontinuing ~~material~~the ~~tenant~~business ~~would~~for ~~likely~~which ~~have~~East aWacker was ~~material adverse effect on our results of operations~~organized.

~~Dividends~~On September 25, ~~Future~~2018, ~~Tenant~~FSP ~~Improvement~~East ~~Costs~~Wacker ~~and~~Drive ~~Leasing~~LLC, ~~Commissions~~a wholly-owned subsidiary of East Wacker, filed a certificate of cancellation with the Secretary of State of the State of Delaware, which became effective upon filing.

On ~~January~~September 2425, 2018, ~~our Board~~following the dissolution of ~~Directors~~East ~~declared~~Wacker, athe ~~dividend~~Trustee inauthorized, pursuant to the ~~amount~~Trust Agreement, an initial liquidating distribution of a total of $~~340~~158,015,000 ~~per~~to ~~share~~the beneficial unit holders of ~~Preferred~~the ~~Stock~~Trust, inwhich ~~light~~amount ofwas ~~results~~to ofbe ~~operations~~apportioned ofpro ~~the~~rata ~~Property~~according to the ~~for~~beneficial unit holders’ respective interest in the ~~three~~Trust ~~months~~as ~~ended~~of ~~December~~September 3125, ~~2017~~2018. ~~Although~~The weinitial ~~currently~~liquidating ~~expect~~distribution was aeffected ~~similar~~on ~~level~~September 27, 2018. After giving effect to the initial liquidating distribution, as of ~~dividend~~September ~~distributions~~27, in2018, ~~future~~the ~~periods~~Trust ~~until~~retained ~~occupancy~~approximately ~~levels~~$3,397,671 atin assets, comprised of $1,793,853 in cash and cash equivalents, the ~~Property~~right ~~more~~to ~~fully~~receive ~~recover~~up to $2,000,000 in escrow proceeds in accordance with the ~~level~~terms of ~~dividend~~the ~~payments~~Purchase inand ~~future~~Sale ~~periods~~Agreement ~~may~~and ~~vary~~related documents, and $104,581 ~~will~~in ~~depend~~receivables, onin ~~the~~order ~~Property~~to wind up East Wacker’s ~~actual~~affairs, ~~operating~~resolve ~~results~~any claims and ~~future~~discharge ~~capital~~any ~~and~~liabilities ~~leasing~~of ~~needs.~~East WeWacker during ~~cannot~~East ~~guarantee~~Wacker’s continued existence under the ~~future payment~~General Corporation Law of ~~dividends~~the orState of Delaware as described above. As of September 27, 2018, the ~~amount~~known liabilities of ~~any~~East ~~such~~Wacker ~~dividends~~were estimated to be approximately $500,763, primarily consisting of accounts payable and accrued expenses, taxes and professional fees, and the Trust has estimated that it will incur approximately $300,000 in costs related to the liquidation, including legal expenses, accounting expenses, tax reporting expenses, contractor services, and miscellaneous other expected future costs.

~~Management~~On ~~believes~~October ~~that~~15, ~~the~~2018, ~~Company~~East Wacker ~~will~~filed ~~need~~a toForm be15 ~~able~~with ~~to quickly access cash in order to fund~~ the ~~potentially~~SEC ~~significant tenant improvements costs and leasing commissions that may be required~~ to ~~stabilize~~terminate the ~~occupancy~~registration ~~and rent roll at the Property. In light~~ of ~~the~~East ~~amount~~Wacker’s ofPreferred ~~vacant~~Stock ~~space that~~under ~~needs to be leased at~~ the ~~Property~~Securities ~~and the potential for significant tenant improvement allowance costs and leasing commissions,~~Exchange onAct ~~August 3, 2011, we entered into a mortgage note in favor~~ of ~~John Hancock Life Insurance Company (U.S.A.)~~1934, ~~which we refer to~~ as ~~the~~amended ~~Lender, to evidence a loan, in~~ (the ~~original~~“Exchange ~~principal amount of $35,000,000 that matures on September 1, 2021, which we refer to as the Loan~~Act”). The remaining proceeds of the Loan are being held by the Lender for our benefit in a restricted reserve account or accounts to be drawn upon by us from time to time for tenant improvement costs and leasing commissions at the Property upon satisfaction of certain conditions.

~~The~~On ~~Loan~~November ~~bears~~13, ~~interest~~2018, at the Trust ~~fixed~~received ~~rate~~a ofno-action ~~4.83%~~letter ~~per~~(the ~~annum.~~“No WeAction ~~were~~Letter”) ~~obligated~~from ~~to make monthly payments of interest only for~~ the ~~initial~~SEC 60stating ~~months~~that of the ~~Loan. Thereafter,~~Trust wewould ~~are~~not ~~obligated~~be required to ~~make~~register the ~~monthly~~units ~~payments~~ of ~~principal~~beneficial ~~and~~interests ~~interest~~under ~~for~~ the ~~remaining~~Exchange 60Act ~~months,~~if ~~based~~it onoperated aas ~~25-year amortization~~described ~~schedule,~~in ~~until~~that ~~the~~letter. ~~maturity~~Pursuant ~~date,~~to ~~when~~the ~~all~~No ~~outstanding~~Action Letter ~~amounts~~and ~~become~~the ~~due.~~Trust ~~Commencing on October 1~~Agreement, ~~2016,~~ the ~~Loan became~~Trust’s ~~payable~~activities inare ~~monthly~~restricted ~~payments~~to ~~of principal and interest in~~ the ~~amount~~liquidation of ~~$201,155. We may prepay~~ the ~~Loan~~assets ~~with~~and aliabilities ~~prepayment~~transferred ~~premium,~~by asEast ~~defined~~Wacker into the ~~Loan~~Trust, ~~agreement.~~and ~~The~~distributing ~~Loan~~the isproceeds ~~secured,~~therefrom into ~~part,~~the ~~by a mortgage~~beneficiaries, ~~assignment~~and ofpaying ~~leases~~all ~~and~~liabilities, ~~rents~~costs and ~~security~~ ~~agreement~~expenses ~~(the~~of ~~“Mortgage”)~~East ~~from~~Wacker ~~the~~and ~~Company in favor of~~ the ~~Lender~~Trust. ~~The~~Under ~~Mortgage constitutes a lien against~~ the ~~Property and~~No ~~has~~Action ~~been~~Letter, ~~recorded in~~ the ~~land~~Trustee ~~records~~agreed ~~of Cook County, Illinois. Subject~~ to ~~customary~~file ~~exceptions,~~Annual ~~the~~Reports ~~Loan~~on isForm ~~nonrecourse~~10-K towith ~~the~~unaudited ~~Company.~~financial Asstatements ofand ~~December~~Current ~~31,~~Reports ~~2017,~~on weForm ~~had~~8-K ~~drawn~~upon anthe ~~aggregate~~occurrence of ~~$31,070,000~~a ~~from~~material ~~the~~event ~~restricted~~relating ~~reserve~~to ~~account(s). Interest expense paid on~~ the ~~Loan~~Trust ~~for~~ with the ~~years ended December 31, 2017 and 2016 was $1,665,000 and $1,690,000, respectively~~SEC. The ~~documents evidencing~~Trust ~~and~~is ~~securing~~not ~~the~~required ~~Loan~~to ~~include~~file ~~restrictions~~periodic reports on ~~property~~Form ~~liens~~10-Q, ~~and~~file ~~require~~proxy ~~compliance~~statements, ~~with~~or ~~various~~present ~~non-~~its financial ~~covenants,~~statements ~~which~~in ~~include~~an ~~the~~interactive ~~requirement~~format ~~that~~through ~~we provide annual reports to~~ the ~~Lender.~~use Weof ~~were~~XBRL inunder ~~compliance with~~ the ~~Loan~~terms ~~covenants as~~ of ~~December~~ ~~31,~~the ~~2017~~No ~~and~~Action ~~December 31, 2016~~Letter.

9 8

AsLiquidation Basis of ~~December~~Accounting ~~31,~~and ~~2017,~~Plan ~~scheduled principal~~of ~~payments~~Dissolution ~~under the Loan for the next four years are as follows:~~

(in thousands)
2018	$ 786
2019	824
2020	865
2021	31,595

The accompanying financial statements have been prepared on the liquidation basis of accounting. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values and liabilities are stated at their estimated settlement amounts. The precise nature, amount and timing of any future distribution to our beneficial unit holders will depend on and could be delayed by, among other things, claim settlements with creditors, new claims filed by third parties, whether our insurance policies will provide coverage for defense costs and any damages payable on any future litigation matters, and unexpected or greater than expected expenses. Claims, liabilities and future expenses for operations, although currently declining in the aggregate, will continue to be incurred until termination of the Trust. These costs will reduce the amount of net assets available for ultimate distribution to beneficial unit holders

~~Potential~~Critical ~~Sale~~Accounting ~~of the Property~~Policies

OnAlthough ~~February~~our ~~21,~~financial ~~2018,~~statements and ~~our~~accompanying ~~Board of~~notes ~~Directors~~are ~~again~~prepared ~~made~~without ~~the~~audit, ~~decision~~they continue to ~~try~~be toprepared ~~sell~~in accordance with accounting principles generally accepted in the ~~Property.~~United ~~After~~States ~~soliciting~~of ~~interest~~America (“GAAP”) and ~~input~~applicable ~~from~~sections ~~commercial~~of ~~real~~Regulation ~~estate brokers~~S-X ~~familiar~~promulgated ~~with~~by the ~~Property~~SEC. The ~~and~~preparation ~~the~~of ~~local~~these ~~market,~~financial westatements ~~retained~~requires ~~Jones~~us ~~Lang~~to ~~LaSalle~~use ~~Americas~~estimates ~~(Illinois)~~and ~~L.P.,~~assumptions athat ~~commercial~~affect reported amounts of assets ~~real~~and ~~estate~~liabilities. ~~broker,~~These toestimates ~~facilitate~~are asubject ~~potential~~to ~~sale~~known ofand ~~the~~unknown ~~Property.~~risks, Weuncertainties ~~believe~~and ~~that~~other ~~the~~factors ~~opportunity~~that tocould ~~lease~~materially impact the ~~remaining~~amounts ~~vacant space~~reported atand ~~the~~disclosed ~~Property,~~in ~~together~~the ~~with~~financial anstatements. ~~improving~~We ~~economy,~~believe ~~are~~the ~~combining~~following to ~~create~~be aamong ~~potentially~~the ~~advantageous~~most ~~sales~~critical ~~opportunity~~judgment ~~for~~areas in the ~~holders~~application of ~~the~~our ~~Preferred~~accounting ~~Stock~~policies.

~~Any~~Liquidation ~~sale~~Basis of ~~the Property would~~Accounting be subject to a number of conditions, including a successful marketing of the Property and approval of the sale by our Board of Directors and a majority of the holders of the Preferred Stock. At this time, we are not able to predict when or if the satisfaction of any of these conditions will occur and as a result there can be no assurance that we will be able to sell the Property on acceptable terms or within any particular time frame.

10 The liquidation basis of accounting was adopted by East Wacker in executing the Plan of Dissolution for all periods subsequent to September 24, 2018, and will continue as the basis of accounting for the Trust.

~~Critical~~Use ~~Accounting~~of ~~Policies and~~ Estimates

WeThe ~~have~~preparation ~~certain~~of ~~critical~~financial ~~accounting~~statements ~~policies~~in ~~that~~conformity ~~are~~with ~~subject~~GAAP requires management to ~~judgments~~make estimates and ~~estimates~~assumptions bythat ~~our~~affect ~~management~~the reported amounts of assets and ~~uncertainties~~liabilities and disclosure of ~~outcome~~contingent ~~that~~assets ~~affect~~and liabilities at the ~~application~~ date of ~~these~~the ~~policies~~financial statements. WeThe ~~base~~liquidation ~~our~~basis ~~estimates~~of onaccounting requires ~~historical~~us ~~experience~~to ~~and~~make onassumptions, ~~various~~judgments ~~other~~and ~~assumptions~~estimates wethat ~~believe~~can tohave bea ~~reasonable under~~significant ~~the~~impact ~~circumstances.~~on Onour anreported ~~on-going~~net ~~basis,~~assets wein ~~evaluate~~liquidation. We base our assumptions, judgments and estimates. Inon the ~~event~~most ~~estimates~~recent orinformation ~~assumptions~~available ~~prove~~and various other factors that we believe to be ~~different from~~reasonable ~~actual~~under ~~results,~~the ~~adjustments~~circumstances. ~~are~~Actual ~~made~~results incould ~~subsequent~~differ ~~periods~~materially tofrom ~~reflect~~these ~~more~~estimates ~~current~~under ~~information~~different assumptions or conditions. ~~The~~Any ~~accounting~~increases ~~policies~~in ~~that we~~the ~~believe~~amount ~~are~~of ~~most~~estimated ~~critical~~costs to be incurred during liquidation or decreases in the ~~understanding~~estimated realizable value of ~~our~~assets ~~financial~~will ~~position~~reduce ~~and~~the ~~results~~amount of ~~operations~~net ~~and~~assets ~~that~~available ~~require~~for ~~significant management~~ultimate ~~estimates~~distribution ~~and~~to ~~judgments~~the ~~are~~trust ~~discussed below.~~beneficiaries

~~Critical~~On ~~accounting~~a ~~policies~~regular ~~are~~basis, we evaluate ~~those~~our ~~that~~assumptions, ~~have~~judgments ~~the~~and ~~most~~estimates ~~impact~~and onmake changes accordingly. Under the ~~reporting~~liquidation basis of ~~our~~accounting, ~~financial~~we ~~condition~~accrue ~~and~~for the ~~results~~estimated remaining costs to be incurred during liquidation, including expenses of ~~operations~~the ~~and~~Trustee, ~~those~~legal ~~requiring~~expenses, ~~significant~~accounting ~~judgments~~expenses, tax expenses, contractor services, and ~~estimates~~miscellaneous other expected future costs. WeAs ~~believe~~of ~~that~~December ~~our~~31, ~~judgments~~2018, ~~and~~such costs were estimated at approximately $276,000. Our estimates are ~~consistently~~based ~~applied~~on ~~and~~assumptions ~~produce~~regarding ~~financial~~costs ~~information that~~to ~~fairly~~be ~~presents~~incurred ~~our~~in ~~results~~executing the Plan of ~~operations~~Dissolution. ~~Our~~If ~~most~~there ~~critical~~are ~~accounting~~delays ~~policies~~in ~~involve~~executing ~~our~~the ~~investments~~Plan inof ~~real~~Dissolution, ~~property.~~actual costs incurred during liquidation may increase, ~~These~~reducing ~~policies~~net ~~affect~~assets ~~our:~~available in liquidation.

·Net ~~allocation~~Assets ofin ~~purchase~~Liquidation ~~prices between various asset categories~~ and Changes ~~the~~in ~~related~~Net ~~impact~~Assets onin ~~our~~Liquidation ~~recognition of rental income and depreciation and amortization expense;~~

·On ~~assessment~~September of24, 2018, the ~~carrying~~remaining net ~~values~~assets ~~and~~of ~~impairments~~East ofWacker, ~~long-lived~~totaling ~~assets;~~$161,413,000, ~~and~~were transferred to the Trust.

·As ~~classification~~of December 31, 2018, net assets in liquidation of ~~leases.~~the Trust totaled $3,398,000, as follows:

~~Allocation~~Assets ~~of Purchase Price~~

WeAs ~~have~~of ~~allocated~~December 31, 2018, the ~~purchase~~Trust ~~price~~retained ofapproximately ~~the~~$3,682,000 ~~Property~~in toassets, ~~land~~comprised of $1,653,000 ~~buildings~~in cash and ~~improvements.~~cash ~~Each~~equivalents, ~~component~~the ofright ~~the~~to ~~purchase~~receive ~~price~~up ~~generally~~to ~~has~~$2,000,000 in aescrow ~~different~~proceeds ~~useful life.~~in Weaccordance ~~allocate~~with the ~~value~~terms of ~~real~~the ~~estate~~Purchase ~~acquired~~and ~~among~~Sale ~~land~~Agreement and related documents, ~~buildings~~and $29,000 ~~improvements~~in receivables. The Purchase and ~~identified~~Sale ~~intangible~~Agreement ~~assets~~required ~~and~~East ~~liabilities~~Wacker to deposit $2, ~~which~~000,000 ~~may~~in ~~consist~~an escrow account held by a title company for a period of six months from the ~~value~~closing of ~~above~~the ~~market~~sale ~~and~~of ~~below~~the ~~market~~Property ~~leases~~on September 24, 2018 as security for any claim made by the ~~value~~buyer for breach of any of East Wacker’s representations in~~-place~~ ~~leases,~~the Purchase and ~~the~~Sale ~~value~~Agreement. We anticipate that all of ~~tenant~~these ~~relationships.~~funds ~~Purchase~~will ~~price~~be ~~allocations~~returned ~~and~~to the ~~determination~~Trust ofon ~~the~~or ~~useful~~about ~~lives~~March ~~are~~25, ~~based~~2019 and be available for one or more additional liquidating distributions in amounts and on ~~management’s~~dates ~~estimates~~to be determined. However, ~~which~~there ~~were~~can ~~partially~~be no assurance all or any portion of these funds will be returned ~~based~~to ~~upon~~the anTrust ~~appraisal~~or that wethere ~~obtained~~will ~~from~~be ansufficient ~~independent~~funds ~~real~~available ~~estate~~to ~~appraisal~~make ~~firm~~any such future liquidating distributions.

Purchase price allocated to land and building and improvements is based on management’s determination of the relative fair values of these assets assuming the Property was vacant. Management determines the fair value of the Property using methods similar to those used by independent appraisers. Purchase price allocated to above market leases is based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to in-place leases and (ii) our estimate of fair market lease rates for leases, measured over a period equal to the remaining non-cancelable term of the leases. Purchase price allocated to in-place leases and the tenant relationships is determined as the excess of (i) the purchase price paid for the Property after adjusting the existing in-place lease to market rental rates over (ii) the estimated fair value of the Property as if vacant. This aggregate value is allocated between the in-place lease value and tenant relationship based on management’s evaluation of the specific characteristics of the tenant’s lease; however, the value of tenant relationships has not been separated from in-place lease value because such value and its consequence to amortization expense is immaterial for the acquisition reflected in our financial statements. Factors considered by us in performing these analyses include (i) an estimate of carrying costs during the expected lease-up periods, including real estate taxes, insurance and other operating income and expenses, and (ii) costs to execute similar leases in current market conditions, such as leasing commissions, legal and other related costs.9

~~Depreciation~~Liabilities ~~and Amortization~~

WeAs ~~compute depreciation expense using the straight-line method over estimated useful lives~~ of upDecember to31, 392018, ~~years for~~ the ~~building~~Trust retained ~~and~~approximately ~~improvements~~$308,000 ~~and~~in upliabilities, tocomprised ~~15 years for personal property. The allocated cost~~ of ~~land~~accounts ~~is not depreciated. The capitalized above-market lease values~~payable, ifaccrued ~~any~~expenses, ~~are~~taxes ~~amortized as~~and aprofessional ~~reduction~~fees ~~to rental income over the remaining non-cancelable terms of the lease. The value of above-market leases is amortized~~and ~~over~~ the ~~remaining~~Trust ~~non-cancelable~~has ~~periods~~estimated ofthat ~~the~~it ~~lease.~~will ~~The~~incur ~~value~~approximately of$276,000 in~~-place~~ ~~leases,~~costs ~~exclusive~~related ofto the ~~value of above-market and below-market in-place leases~~liquidation, isincluding ~~also~~legal ~~amortized over the remaining non-cancelable periods of the respective leases. If a lease~~expenses, isaccounting ~~terminated prior to its stated expiration~~expenses, ~~all~~tax ~~unamortized~~reporting ~~amounts relating to that lease would be written off. Inappropriate allocation of acquisition costs~~expenses, orcontractor ~~incorrect estimates of useful lives~~services, ~~could result in depreciation~~ and ~~amortization~~miscellaneous ~~expenses which~~other doexpected ~~not appropriately reflect the allocation of our capital expenditures over~~ future ~~periods, as is required by generally accepted accounting principles~~costs.

11 Statement of Operations

~~Impairment~~The financial statements of the Trust are prepared on a liquidation basis and therefore do not include a statement of operations; all references to the results of operations have been deleted and replaced by references to changes in net assets.

WeChanges ~~periodically~~in ~~evaluate~~Net ~~the~~Assets ~~Property for~~(In ~~impairment indicators. These indicators may include declining tenant occupancy~~thousands, ~~weak~~except orunits declining tenant profitability, cash flow or liquidity, our decision to dispose of an asset before the end of its estimated useful life or legislative, economic or market changes that permanently reduce the value of our investment. If indicators of impairment are present, we evaluate the carrying value of the Property by comparing it to its expected future undiscounted cash flows. If the sum of these expected future cash flows is less than the carrying value, we reduce the net carrying value of the Property to the present value of these expected future cash flows. This analysis requires us to judge whether indicators of impairment exist and to estimate likely future cash flows. If we misjudge or estimate incorrectly or if future tenant profitability, market or industry factors differ from our expectations, we may record an impairment charge which is inappropriate or fail to record a charge when we should have done so, or the amount of such charges may be inaccurate.outstanding):

Lease Classification

	December 31, 2018		September 24, 2018
Net assets in liquidation	$	3,098	$	161,413
Number of beneficial units outstanding at each respective date		2,210		2,210
Net asset value per unit	$	1	$	73

~~Each~~For time we enter into a new lease or materially modify an existing lease we evaluate whether it is appropriately classified as a capital lease or as an operating lease. The classification of a lease as capital or operating affects the ~~carrying~~period ~~value~~September ~~of a property~~25, as2018 ~~well as our recognition of rental payments as revenue. These evaluations require us~~ to ~~make~~December ~~estimates of~~31, ~~among other things, the remaining useful life and market value of a property, discount rates and future cash flows. Incorrect assumptions or estimates may result in misclassification of our leases.~~2018

~~Results~~Net assets in liquidation decreased $158,315,000 or $72,000 per unit, during the period September 25, 2018 to December 31, 2018. The decrease in our net assets in liquidation is the result of ~~Operations~~the Trustee having authorized, pursuant to the Trust Agreement, an initial liquidating distribution of a total of $158,015,000 to the beneficial unit holders of the Trust, which amount was to be apportioned pro rata according to the beneficial unit holders’ respective interest in the Trust as of September 25, 2018.

~~The~~Liquidity ~~Company acquired the Property~~ and ~~commenced~~Capital ~~operations on January 5, 2007. As of December 31, 2017, the Property was approximately 73.5% leased to a diverse~~Resources ~~group of tenants with staggered lease expirations.~~

~~Comparison~~We believe that our cash and cash equivalents balance of approximately $1,653,000 should provide sufficient liquidity to meet our cash needs during the next ~~year~~twelve ~~ended~~months from December 31, ~~2017~~2018. While we anticipate that our existing cash and cash equivalents balance will be sufficient to fund our cash needs for expenses related to completion of the ~~year~~Plan ~~ended~~of ~~December~~Dissolution 31for the next twelve months, ~~2016~~we can provide no assurances that this will be the case.

~~Revenue~~At December 31, 2018, our cash and cash equivalents were held in bank deposit accounts. We expect to continue to hold our cash and cash equivalents primarily in bank deposit accounts while we execute the Plan of Dissolution.

~~Total~~Off ~~revenue~~Balance ~~increased~~Sheet $1.8 million to $19.7 million for the year ended December 31, 2017, as compared to $17.9 million for the year ended December 31, 2016. This increase was primarily due to an increase in overall rental revenue as a result of increased occupancy.Arrangements

~~Expenses~~As of December 31, 2018, we did not have any off-balance sheet arrangements or other contractually narrow or limited purpose arrangements. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships

~~Total~~Obligations expenses increased $1.5 million to $20.7 million for the year ended December 31, 2017, as compared to $19.2 million for the year ended December 31, 2016. The increase was primarily due to a $0.8 million increase in real estate taxes and ~~insurance,~~Commitments ~~an increase of $0.6 million in depreciation and amortization, and a $0.1 million increase in rental operating expenses.~~

~~Liquidity~~Our contractual obligations and commitments ~~Capital~~as ~~Resources~~of December 31, 2018 are reported in the statements of net assets in liquidation as estimated costs to be incurred during liquidation. Obligations and commitments of the Trust include the Trust Agreement, the purchase and sale agreement relating to the sale of the Property, and all banking arrangements.

~~Cash and cash equivalents were $22.6 million and $25.3 million at December 31, 2017 and 2016, respectively.~~10

~~Management~~Item ~~believes that the existing cash and cash equivalents as of December 31, 2017 of $22~~7A.~~6 million and cash anticipated to be generated internally by operations~~ Quantitative ~~will be sufficient to meet working capital requirements, distributions~~ and ~~anticipated~~Qualitative ~~capital~~Disclosure ~~expenditures~~About ~~for~~Market ~~at least the next 12 months following the filing date.~~Risk

~~Operating~~Not ~~Activities~~applicable.

~~Cash~~Item ~~provided by operating activities of $6~~8.~~1 million for the year ended December 31, 2017 was primarily attributable to non-cash items of $7.3 million, consisting primarily~~ Financial ofStatements ~~depreciation~~ and ~~amortization,~~Supplementary funds from restricted cash of $2.6 million and uses arising from other current accounts of $0.1 million, partially offset by a net loss of approximately $1.0 million, increases in step rent receivable of $1.5 million and payments of deferred leasing costs of $1.4 million.Data

~~Investing~~See ~~Activities~~Part IV, Item 15.

~~Cash~~Item ~~used for investing activities~~9. Changes ~~for~~in ~~the~~and ~~year~~Disagreements ~~ended~~With ~~December~~Accountants ~~31,~~on ~~2017~~Accounting ofand ~~approximately~~Financial ~~$5.2 million was attributable to the purchase of real estate assets.~~Disclosure

12 Not applicable.

~~Financing~~Item ~~Activities~~9A. Controls and Procedures

~~Cash~~Disclosure ~~used~~Controls ~~for financing activities for the year ended December 31, 2017 of approximately $3.7 million was attributable to the distributions to stockholders of approximately $3.0 million~~ and ~~principal payments on loan payable of approximately $0.7 million.~~Procedures

~~Sources~~(a) Evaluation of disclosure controls and ~~Uses~~procedures. Pursuant to the No-Action Letter, we maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of ~~Funds~~1934, as amended, (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to the Trustee, as in the case when outside contract services are used and as appropriate, to allow timely decisions regarding required disclosure.

~~Our~~As required ~~principal~~by ~~demands~~Rules on13a-15(b) ~~liquidity are~~and ~~cash~~15d-15(b) ~~for~~of ~~operations~~the Exchange Act, ~~interest~~an onevaluation ~~debt~~as ~~payments~~of December 31, ~~and~~2018 ~~distributions~~was toconducted ~~equity~~by ~~holders.~~our AsTrustee of the effectiveness of ~~December~~our ~~31,~~disclosure ~~2017,~~controls weand ~~had~~procedures ~~approximately $6.7~~(as ~~million~~defined in ~~accrued~~Rules ~~liabilities.~~13a-15(e) Inand 15d-15(e) under the ~~near~~Exchange Act). ~~term~~Based on this evaluation, ~~liquidity~~our isTrustee ~~generated~~concluded bythat ~~cash~~our ~~from~~disclosure ~~operations~~controls and procedures as of September 30, 2014 were effective for the purposes stated above.

~~Secured~~(b) Management’s ~~Debt~~Report on Internal Control over Financial Reporting. The Trustee is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Based on the evaluation of the Trustee, our Trustee concluded that our internal control over financial reporting was effective as of December 31, 2018.

~~On August 3, 2011, we entered into~~(c) aChanges ~~mortgage note~~ in ~~favor~~internal ofcontrol ~~the~~over ~~Lender~~financial ~~to evidence the Loan~~reporting. ~~The~~There proceeds of the Loan are being held by the Lender for the Company’s benefit in a restricted reserve account or accounts to be drawn upon by the Company from time to time for tenant improvement costs and leasing commissions at the Property upon satisfaction of certain conditions. The Loan bears interest at the fixed rate of 4.83% per annum. We were ~~obligated~~no tochanges make monthly payments of interest only for the initial 60 months of the Loan. Thereafter, we are obligated to make monthly payments of principal and interest for the remaining 60 months, based on a 25-year amortization schedule, until the maturity date, when all outstanding amounts become due. Commencing on October 1, 2016, the Loan became payable in ~~monthly payments~~our ofinternal ~~principal~~control ~~and~~over ~~interest~~financial ~~in the amount of $201,155. We may prepay the Loan with a prepayment premium, as defined in the~~reporting ~~Loan~~that ~~agreement.~~occurred ~~The~~during ~~Loan is secured, in part, by~~ the ~~Mortgage~~quarter ~~from~~ended the Company in favor of the Lender. The Mortgage constitutes a lien against the Property and has been recorded in the land records of Cook County, Illinois. Subject to customary exceptions, the Loan is nonrecourse to the Company. As of December 31, ~~2017~~2018, wethat ~~had~~have ~~drawn~~materially ~~an aggregate of $31~~affected,~~070,000~~ ~~from~~or ~~the~~are ~~restricted~~reasonably ~~reserve account(s).~~likely ~~Interest~~to ~~expense paid on the Loan for the years ended December 31~~materially affect, ~~2017~~our ~~and~~internal ~~2016~~control ~~was~~over ~~$1,665,000~~financial ~~and $1,690,000, respectively~~reporting.

AsThe Trustee’s assessment of ~~December~~the ~~31,~~effectiveness ~~2017,~~of ~~scheduled~~our internal controls over financial reporting was not audited. The Trustee’s report is ~~principal~~not ~~payments~~subject ~~under~~to ~~the~~attestation ~~Loan~~pursuant ~~for~~to the ~~next~~rules ~~four~~of ~~years~~the ~~are~~Securities asand ~~follows:~~Exchange Commission.

(in thousands)
2018	$ 786
2019	824
2020	865
2021	31,595

Item 9B. Other Information

~~The~~Not ~~Loan agreement includes restrictions on property liens and requires compliance with various non-financial covenants, which include the requirement that we provide annual reporting~~applicable. ~~We were in compliance with the Loan covenants as of December 31, 2017 and 2016.~~

~~Contingencies~~11

WePART may be subject to various legal proceedings and claims that arise in the ordinary course of our business. Although occasional adverse decisions or settlements may occur, we believe that the final disposition of such matters will not have a material adverse effect on our financial position or results of operations.III

~~Related~~Item ~~Party~~10. Directors, Executive ~~Transactions~~Officers and Corporate Governance

~~Asset~~As ~~Management~~of ~~Agreement~~December 31, 2018, we have no directors or executive officers. The Trustee manages the business affairs and assets of the Trust.

WeResponsibilities have in the past engaged in and currently engage in transactions with a related party, Franklin Street, and its wholly-owned subsidiaries, FSP Investments LLC and FSP Property Management LLC, which we collectively refer to as FSP. We expect to continue to have related party transactions with FSP in the form of ~~management fees paid to FSP to manage the Company on behalf of its stockholders. FSP Property Management LLC currently~~our provides the Company with asset management and financial reporting services. The asset management agreement between the Company and FSP Property Management LLC requires the Company to pay FSP Property Management LLC a monthly fee equal to one-half of one percent (.5%) of the gross revenues of the Property. The asset management agreement between the Company and FSP Property Management LLC may be terminated by either party without cause at any time, upon at least thirty (30) days’ written notice. For the years ended December 31, 2017 and 2016, management fees paid were approximately $91,000 and $87,000, respectively.Trustee

13 The Trust Agreement provides that the Trustee will not be personally liable to any beneficiary or to any other party for any act it may do or omit to do as trustee while acting in good faith, except for its own gross negligence or willful misconduct. The fact that any such act or omission was advised, directed or approved by an attorney acting as attorney for the Trust will be conclusive evidence of such good faith. The Trustee has responsibility for the safekeeping and use of all of our funds and assets, whether or not they are in its immediate possession and control, and may not use or commingle funds with other person or entity or permit another to use such funds or assets in any manner except for our exclusive benefit. The Trustee may utilize the assistance of contract services or firms to assist in completing the Plan of Dissolution.

~~Investor~~Audit ~~Services~~Committee ~~Agreement~~

OnThe ~~August~~Trust ~~14,~~does ~~2012,~~not ~~the~~have ~~Company entered into~~ an ~~Investor Services Agreement (the “FSPI Agreement”) with FSP Investments LLC for the provision of investor~~ ~~services~~audit tocommittee ~~holders~~or ofother ~~Preferred~~committee ~~Stock. FSP Investments LLC is a wholly-owned subsidiary of Franklin Street, which is the sole holder of the one share of Common Stock~~ that isperforms ~~issued~~similar ~~and~~functions ~~outstanding. FSP Investments LLC acted as a real estate investment firm~~ and ~~broker/dealer with respect to (a) the Company’s organization~~, (b) the Company’s acquisition of the Property and (c) the sale of the Company’s equity interests. The FSPI Agreement requires the Company to pay a monthly service fee of $500 for services performed under the FSPI Agreementconsequently, ~~and~~has tonot ~~reimburse~~designated ~~FSP~~an ~~Investments~~audit ~~LLC~~committee ~~for its reasonable out-of-pocket expenses~~financial ~~incurred in connection with the FSPI Agreement~~expert. The FSPI Agreement may be terminated by either party with thirty days written notice or immediately upon certain events of default set forth in the FSPI Agreement. For the years ended December 31, 2017 and 2016, investor services fees and expenses paid were approximately $17,000 and $16,000, respectively.

~~Ownership~~Sections of16(a) ~~Preferred~~Beneficial ~~Stock~~Ownership ~~and Common Stock~~Reporting Compliance

OnNot ~~December 27, 2007, Franklin Street purchased 965~~Applicable.75 shares of Preferred Stock (approximately 43.7% of the issued and outstanding shares of Preferred Stock) for consideration totaling $82,813,000. Prior to purchasing any shares of the Preferred Stock, Franklin Street agreed to vote any shares of Preferred Stock held by it on any matter presented to the holders of the Preferred Stock in a manner that approximates as closely as possible the votes cast in favor of and opposed to such matter by the holders of the Preferred Stock other than Franklin Street and its affiliates. For purposes of determining how Franklin Street votes its shares of the Preferred Stock, abstentions and non-votes by stockholders other than Franklin Street are not considered. Franklin Street is entitled to distributions that are declared on the Preferred Stock.

~~Franklin~~Code ~~Street is the sole holder~~ of the one share of the Company’s Common Stock that is issued and outstanding. Subsequent to the completion of the private placement of the Preferred Stock in December 2007, Franklin Street has not been entitled to share in our earnings or any dividend related to the Common Stock.Ethics

~~Rental~~We ~~Income~~have ~~Commitments~~not adopted a code of ethics nor do we currently intend to due to the fact that we have no employees and our Trustee manages our business and affairs subject to its fiduciary duties. Our Trustee intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.

~~Our~~Item ~~commercial real estate operations consist of the leasing of the Property~~11. ~~Approximate future minimum rental income under non-cancelable operating leases as of December~~ Executive ~~31, 2017 is as follows:~~Compensation

Year Ending	Amount
December 31,	(in thousands)
2018	$	11,971
2019		11,983
2020		11,863
2021		10,645
2022		9,259
Thereafter		30,131
	$	85,852

As of December 31, 2018, we have no directors or executive officers. The Trustee manages the business affairs and assets of the Trust. The Trustee does not receive any compensation.

14 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

~~Off-Balance~~Principal ~~Sheet Arrangements~~Beneficiaries

~~The~~There ~~Company~~ is ano ~~party~~public tomarket ~~management,~~for the ~~construction~~units ~~management~~of ~~and~~beneficial ~~leasing~~interest ~~agreements~~in ~~with~~the anTrust. ~~unaffiliated~~On ~~third~~September ~~party~~25, ~~management company~~2018, ~~Hines~~East ~~Interests~~Wacker ~~Limited~~filed ~~Partnership,~~its certificate of dissolution with the Secretary toof ~~provide~~State ~~property~~of ~~management~~the State of Delaware, ~~construction~~which ~~management~~became ~~and~~effective ~~leasing~~on ~~services~~that date, and istransferred ~~party~~its toremaining annet ~~asset~~assets ~~management~~(consisting ~~agreement with~~primarily anof ~~affiliate~~cash) totaling $161,413,000 ~~FSP~~to ~~Property~~the ~~Management~~Trust. ~~LLC,~~Upon tothe ~~provide~~transfer ~~asset~~of ~~management~~the assets and ~~financial~~liabilities ~~reporting~~to ~~services~~the Trust, East Wacker’s stock records were closed, all of ~~which~~the ~~agreements may~~outstanding beshares ~~terminated~~of byEast ~~either~~Wacker’s ~~party~~Preferred ~~without~~Stock ~~cause~~and atCommon ~~any~~Stock ~~time~~were cancelled, and ~~upon~~each atstockholder ~~least~~of ~~thirty~~East ~~(30)~~Wacker ~~days~~automatically became the holder of one unit of beneficial interest in the Trust for each one share of East Wacker’s ~~written~~Preferred ~~notice~~Stock then currently held of record by such stockholder. The ~~asset~~units ~~management~~are not and will not ~~agreement~~be ~~between~~listed ~~the~~on ~~Company~~any ~~and~~exchange, ~~FSP~~quoted ~~Property~~by ~~Management~~a ~~LLC~~securities ~~requires~~broker ~~the~~or ~~Company~~dealer, tonor ~~pay~~admitted ~~FSP~~for ~~Property~~trading ~~Management~~in ~~LLC~~any amarket, ~~monthly~~including the over-the-counter ~~fee~~market. ~~equal~~The tobeneficial ~~one-half~~interests ofin ~~one~~the ~~percent~~Trust ~~(0.5%)~~are not transferable except by will, intestate succession or by operation of law. Any beneficial interests in the ~~gross~~Trust ~~revenues~~transferred by will, intestate succession or by operation of ~~the~~law ~~Property~~will ~~for~~thereafter ~~the~~be ~~corresponding~~subject to ~~month~~such transfer restrictions.

15 Equity Compensation Plan Information

~~Item~~The ~~7A.~~Trust ~~Quantitative~~does ~~and~~not ~~Qualitative~~have ~~Disclosure~~any ~~About~~equity compensation ~~Market Risk~~plans.

~~Not applicable.~~12

Item 813. Certain Relationships ~~Financial~~and ~~Statements~~Related Transactions and ~~Supplementary~~Director ~~Data~~Independence

The ~~information~~Trustee ~~required~~manages byour ~~this~~day-to-day business ~~item~~affairs isand ~~included~~assets. ~~in the~~Prior ~~financial~~to ~~pages following~~ the ~~signature~~sale ~~page~~of tothe ~~this~~Property ~~Annual Report~~ on ~~Form~~September ~~10-K~~24, ~~herein~~2018, ~~and~~the ~~incorporated~~Trustee ~~herein~~provided byasset ~~reference. Reference~~management ~~is made~~ services to ~~the~~East ~~Index~~Wacker. toThe ~~Consolidated~~Trustee ~~Financial~~is ~~Statements~~a inwholly-owned ~~Item~~subsidiary 15 of ~~Part~~Franklin IVStreet.

~~Item~~Trust ~~9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure~~Agreement

~~Not~~On ~~applicable~~September 5, 2018, East Wacker and FSP Property Management LLC, as Trustee (the “Trustee”), formed the Trust by entering into the Liquidating Trust Agreement (as amended, the “Trust Agreement”), for the creation and operation of the FSP East Wacker Drive Corp. Liquidating Trust. The Trustee does not receive any compensation.

~~Item~~Trustee ~~9A. Controls and Procedures~~Indemnification

~~Disclosure~~Pursuant ~~Controls~~to the Trust Agreement, the Trust shall, to the maximum extent permitted by law, indemnify the Trustee against, and ~~Procedures~~hold the Trustee harmless as to, any and all claims, causes of action and liabilities, including all expenses and defense costs (including reasonable attorneys’ fees), arising out of or in connection with its service as trustee under the Trust Agreement or any acts or omissions taken or omitted to be taken as trustee under the Trust Agreement, except to the extent that it is finally determined that the Trustee did not act in good faith or such actions or omissions constitute gross negligence or willful misconduct on the part of the Trustee. In the event that any legal proceeding is instituted against the Trustee, as trustee or personally, on account of any actions or omissions taken by the Trustee, then prior to the final disposition of such action, the Trustee shall be entitled to cause the Trust to advance to the Trustee such fees and costs as are reasonably incurred by the Trustee in defending against such action.

~~Our~~Investor ~~management,~~Services with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2017. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2017, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.Agreement

~~Management~~On August 14, 2012, East Wacker entered into an Investor Services Agreement (the “FSPI Agreement”) with FSP Investments LLC for the provision of investor services. FSP Investments LLC is a wholly-owned subsidiary of Franklin Street. FSP Investments LLC acted as a real estate investment firm and broker/dealer with respect to (a) East Wacker’s ~~Annual~~organization, ~~Report~~(b) onEast ~~Internal~~Wacker’s ~~Control~~acquisition of the Property ~~Over~~and ~~Financial~~(c) ~~Reporting~~the sale of equity interests in East Wacker. The FSPI Agreement requires us to pay a monthly service fee of $500 for services performed under the FSPI Agreement, and to reimburse FSP Investments LLC for its reasonable out-of-pocket expenses incurred in connection with the FSPI Agreement. The FSPI Agreement may be terminated by either party with thirty days written notice or immediately upon certain events of default set forth in the FSPI Agreement.

~~The~~Item ~~management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting~~14. ~~Internal control over financial~~ Principal ~~reporting~~Accounting isFees ~~defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive~~ and principal financial officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:Services

~~• Pertain~~Not ~~to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;~~applicable.

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and13

~~• Provide~~PART ~~reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.~~IV

~~Because~~Item ~~of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements~~15. ~~Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions~~ Exhibits, ~~or that the degree~~ ofFinancial ~~compliance~~Statement ~~with the policies or procedures may deteriorate.~~Schedules

16 (a)(1) Financial Statements and Financial Statement Schedules.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework, 2013 Framework.

	Page
Unaudited Statement of Net Assets in Liquidation as of December 31, 2018	15
Unaudited Statement of Changes in Net Assets in Liquidation for the period
September 25, 2018 to December 31, 2018	16
Notes to Unaudited Financial Statements	17

~~Based on~~(a)(2) ~~our~~Financial ~~assessment,~~Statement ~~management~~Schedules: concluded that, as of December 31, 2017, the Company’s internal control over financial reporting is effective based on those criteria. This annual report is not required to include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting.

~~Changes~~All schedules have been omitted as the required information is inapplicable or the information is presented in ~~Internal~~the ~~Control~~unaudited ~~Over~~financial ~~Financial~~statements ~~Reporting~~or related notes.

No(a)(3) ~~change~~Exhibits: in our internal control over financial reporting occurred during the quarter ended December 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Item~~The ~~9B.~~exhibits ~~Other~~listed ~~Information~~on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this annual report.

~~Not~~(b) ~~applicable.~~Exhibits:

17 See item 15(a)(3) above.

~~PART~~(c) ~~III~~Financial Statement Schedules:

~~Item~~All ~~10.~~schedules ~~Directors,~~have ~~Executive~~been ~~Officers~~omitted ~~and~~as ~~Corporate~~the ~~Governance~~required information is inapplicable or the information is presented in the unaudited financial statements or related notes.

~~Directors and Executive Officers~~14

~~Information~~FSP ~~regarding~~East ~~the~~Wacker ~~executive officers~~Drive ~~and directors of the Company as of February 28, 2018 is set forth below~~Corp. ~~The~~Liquidating biographies of each of the directors below contain information regarding the person’s service as a director, business experience, public company director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, all of our directors bring to our Board executive leadership experience derived from their service as executives of a public company and specifically as an executive of Franklin Street, as well as other key attributes that are important to an effective board: integrity, candor, analytical skills, the willingness to engage management and each other in a constructive and collaborative fashion.Trust

~~George~~Statement ~~J. Carter, age 69, is Chief Executive Officer and a director~~ of ~~the~~Net ~~Company.~~Assets Since 2002 he has also been Chief Executive Officer and a director of Franklin Street and is responsible for all aspects of the business of Franklin Street and its affiliates, with special emphasis on the evaluation, acquisition and structuring of real estate investments. Mr. Carter also served as President of Franklin Street Properties from 2002 to May 2016. From 1992 through 1996 he was President of Boston Financial Securities, Inc., or Boston Financial. Prior to joining Boston Financial, Mr. Carter was owner and developer of Gloucester Dry Dock, a commercial shipyard in Gloucester, Massachusetts. From 1979 to 1988, Mr. Carter served as Managing Director in charge of marketing at First Winthrop Corporation, a national real estate and investment banking firm headquartered in Boston, Massachusetts. Prior to that, he held a number of positions in the brokerage industry including those with Merrill Lynch & Co. and Loeb Rhodes & Co. Mr. Carter is a graduate of the University of Miami (B.S.). Mr. Carter’s son, Jeffrey B. Carter, serves as President, Chief Investment Officer and a director of the Company, and Mr. Carter’s other son, Scott H. Carter, serves as Executive Vice President, General Counsel and Secretary of the Company.Liquidation

~~Jeffrey~~As ~~B. Carter, age 46, is President, Chief Investment Officer and a director~~ of ~~the~~December ~~Company. In addition~~31, he is President and Chief Investment Officer of Franklin Street. Prior to joining Franklin Street in 1998, Mr. Carter worked in Trust Administration for Northern Trust Bank in Miami, Florida. Mr. Carter is a graduate of Arizona State University (B.A.), The George Washington University (M.A.), and Cornell University (M.B.A.). Mr. Carter’s father, George J. Carter, serves as Chief Executive Officer and a director of the Company and Mr. Carter’s brother, Scott H. Carter, serves as Executive Vice President, General Counsel and Secretary of the Company.2018

John G. Demeritt, age 57, is Executive Vice President, Chief Financial Officer, Treasurer and a director of the Company. In addition, he is Executive Vice President, Chief Financial Officer and Treasurer of Franklin Street, which he joined in September 2004. Prior to September 2004, Mr. Demeritt was a Manager with Caturano & Company, an independent accounting firm (which later merged with McGladrey) where he focused on Sarbanes Oxley compliance. Previously, from March 2002 to March 2004 he provided consulting services to public and private companies where he focused on SEC filings, evaluation of business processes and acquisition integration. During 2001 and 2002 he was Vice President of Financial Planning & Analysis at Cabot Industrial Trust, a publicly traded real estate investment trust, which was acquired by CalWest in ~~December 2001. From October 1995 to December 2000 he was Controller and Officer of The Meditrust Companies~~thousands, ~~a publicly traded real estate investment trust (formerly known as the The La Quinta Companies, which was then acquired by the Blackstone Group~~unaudited), where he was involved with a number of merger and financing transactions. Prior to that, from 1986 to 1995 he had financial and accounting responsibilities at three other public companies, and was previously associated with Laventhol & Horwath, an independent accounting firm from 1983 to 1986. Mr. Demeritt is a Certified Public Accountant and holds a Bachelor of Science degree from Babson College.

John F. Donahue, age 51, is Executive Vice President and a director of the Company. In addition, he is Executive Vice President of Franklin Street and President of FSP Property Management LLC. Mr. Donahue joined Franklin Street in August 2001 as Vice President of FSP Property Management LLC. From 2001 to May 2016, Mr. Donahue was responsible for the management of certain of the real estate assets of Franklin Street and its affiliates. From 1992 to 2001, Mr. Donahue worked in the pension fund advisory business for GE Capital and AEW Capital Management with oversight of office, research and development, industrial and land investments. From 1989 to 1992, Mr. Donahue worked for Krupp Realty in various accounting and finance roles. Mr. Donahue holds a Bachelor of Science in Business Administration from Bryant College.

Assets
Cash and cash equivalents	$	1,653
Restricted Cash		2,000
Receivables and other assets		29
		3,682

Liabilities
Accounts payable and accrued expenses	$	308
Costs to be incurred during liquidation		276
		584

Net Assets in Liquidation	$	3,098

18 The accompanying notes are an integral part of this unaudited financial statement.

Scott H. Carter, age 46, is Executive Vice President, General Counsel and Secretary of the Company. In addition, Mr. Carter is Executive Vice President, General Counsel and Secretary of Franklin Street. Prior to joining Franklin Street in October 2005, Mr. Carter was associated with the law firm of Nixon Peabody LLP, which he originally joined in 1999. At Nixon Peabody LLP, Mr. Carter concentrated his practice on the areas of real estate syndication, acquisitions and finance. Mr. Carter received a Bachelor of Business Administration (B.B.A.) degree in Finance and Marketing and a Juris Doctor (J.D.) degree from the University of Miami. Mr. Carter is admitted to practice law in the Commonwealth of Massachusetts. Mr. Carter’s father, George J. Carter, serves as Chief Executive Officer and a director of the Company and Mr. Carter’s brother, Jeffrey B. Carter, serves as President, Chief Investment Officer and a director of the Company.15

~~Eriel~~FSP ~~Anchondo,~~East ~~age~~Wacker ~~40,~~Drive ~~is Executive Vice President and Chief Operating Officer of the Company~~Corp. InLiquidating ~~addition he is Executive Vice President and Chief Operating Officer~~Trust of Franklin Street. Prior to joining Franklin Street in January 2015, from July 2014 to December 2014, Mr. Anchondo provided consulting services to the retail banking division of ISBAN, which is part of the Technology and Operations division of the Santander Group of financial institutions. From May 2007 to July 2013, Mr. Anchondo was employed by Mercer, a global consulting leader in talent, health, retirement, and investments, as an Employee Education Manager across all lines of Mercer’s business. From May 2005 to May 2007, Mr. Anchondo was a Communications Consultant at New York Life Investment Management. From December 2002 to May 2005, Mr. Anchondo worked in the Preferred Client Services Group at Putnam Investments. Mr. Anchondo is a graduate of Boston University (B.A.) and Cornell University (M.B.A.).

~~Each~~Statement of ~~our~~Changes directors holds office from the time of his or her election until the next annual meeting and until a successor is elected and qualified, or until such director’s earlier death, resignation or removal. Each of them is an employee of Franklin Street, which is the sole holder of the Common Stock and the holder of 965.75 shares of Preferred Stock. Each of our officers serves in ~~that~~Net ~~capacity~~Assets ~~at the request~~in ~~of Franklin Street.~~Liquidation

~~Sections~~For ~~16(a)~~the ~~Beneficial~~Period ~~Ownership~~September ~~Reporting~~25, 2018 to ~~Compliance~~December 31, 2018

~~Based solely on its review of copies of reports filed by the directors and executive officers of the Company and holders of more than 10% of Preferred Stock pursuant to Section 16~~(a)in ~~of the Exchange Act~~thousands, ~~the Company believes that during 2017 all filings required to be made by its reporting persons under Section 16(a~~unaudited) ~~were timely made in accordance with the requirements of the Exchange Act.~~

Corporate Governance

Net Assets in liquidation, beginning of period	$	—
Changes in net assets in liquidation:
Transfer from East Wacker		161,413
Costs to be incurred during liquidation		(300	)
Net Change in net assets in liquidation		161,113

Amount of authorized distribution		158,015

Net increase in net assets in liquidation		3,098
Net Assets in liquidation, end of period	$	3,098

~~Our~~The ~~board~~accompanying ofnotes ~~directors does not have standing compensation, nominating and corporate governance or audit committees. Our executive officers~~ are ~~compensated~~an ~~by Franklin~~integral ~~Street in connection with their employment by Franklin Street and serve as our executive officers at Franklin Street’s~~part ~~request. Our directors are officers~~ of ~~Franklin~~this ~~Street~~unaudited ~~and we do not consider it necessary to establish a nominating committee or a policy for reviewing nominees recommended by stockholders. We do not have a director who qualifies as an “audit committee~~ financial ~~expert” under the regulations of the SEC~~statement. We have not adopted a code of business conduct or code of ethics for our executive officers because all of our officers are officers of Franklin Street and are governed by Franklin Street’s code of business conduct and ethics.

~~Item 11. Executive Compensation~~16

~~Each~~FSP ofEast ~~the~~Wacker ~~executive~~Drive ~~officers of~~Corp. ~~the~~Liquidating ~~Company is compensated by Franklin Street in connection with his or her employment by Franklin Street and serves as an executive~~Trust ~~officer~~Notes ~~of the Company at Franklin Street’s request without compensation. Franklin Street is subject~~ to ~~the~~Unaudited ~~informational requirements~~Financial ofStatements ~~the Exchange Act, and, in accordance therewith, files reports and other information with the SEC. Franklin Street’s common stock is traded on the NYSE American under the symbol “FSP”.~~

19 Note 1. Description of Business

~~Item~~As 12used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms “we,” “us,” “our,” and “the Trust” refer to the FSP 303 East Wacker Drive Corp. ~~Security~~Liquidating ~~Ownership~~Trust. The use of ~~Certain~~“East ~~Beneficial~~Wacker” ~~Owners~~refers ~~and~~to ~~Management~~FSP 303 ~~and~~East ~~Related~~Wacker ~~Stockholder~~Drive ~~Matters~~Corp., except where the context otherwise requires.

~~The~~On ~~following~~September ~~tables~~5, ~~set~~2018, ~~forth~~East Wacker and FSP Property Management LLC, as Trustee (the ~~beneficial~~“Trustee”), ~~ownership~~formed the Trust by entering into the Liquidating Trust Agreement (as amended, the “Trust Agreement”), for the creation and operation of the ~~Company~~FSP East Wacker Tenth Street Corp. Liquidating Trust . FSP Property Management LLC previously served as East Wacker’s ~~Common~~asset ~~Stock~~manager and ~~Preferred~~is ~~Stock~~a aswholly-owned subsidiary of ~~February~~Franklin ~~28,~~Street. ~~2018~~The byTrust’s ~~each~~activities ~~holder~~are ~~who~~restricted ~~beneficially owns~~to ~~more~~the ~~than~~conservation ~~five~~and ~~percent~~protection of the ~~Company’s~~assets ~~Common~~transferred ~~Stock~~by East orWacker ~~Preferred~~to ~~Stock~~the Trust and the administration thereof, byincluding ~~each~~the ~~director~~payment of any liabilities, bycosts ~~each~~and expenses of ~~the~~East ~~Company’s~~Wacker ~~executive~~or ~~officers~~the ~~and~~Trust. byThe ~~all~~Trust ~~current~~will ~~directors~~terminate ~~and~~upon ~~executive~~the ~~officers~~earlier asof athe ~~group.~~distribution Toof all of the ~~Company~~Trust’s ~~knowledge,~~assets noin ~~person~~accordance with orthe ~~group~~terms of the Trust Agreement, ~~other~~or ~~than~~the asexpiration ~~set~~of ~~forth~~a ~~below,~~period ~~beneficially~~of ~~owns~~three ~~more~~years ~~than~~from ~~five~~the ~~percent~~effective date of the ~~Company~~Trust. The existence of the Trust may, however, be extended for up to two additional one-year periods in the Trustee’s ~~Common~~reasonable ~~Stock~~discretion. The beneficial interests in the Trust are not transferable except by will, intestate succession or ~~Preferred~~by operation of law. Any beneficial ~~Stock~~interests in the Trust transferred by will, intestate succession or by operation of law will thereafter be subject to such transfer restrictions.

Common Stock	Number of Shares	Percentage of
	Beneficially	Outstanding
Name of Holder	Owned	Common Stock
Franklin Street Properties Corp. (1)	1	100%
George J. Carter (2)	-	0%
Jeffrey B. Carter (2)	-	0%
John G. Demeritt (2)	-	0%
John F. Donahue (2)	-	0%
Scott H. Carter (2)	-	0%
Eriel Anchondo (2)	-	0%
All Directors and Executive Officers as a Group (consisting of 6 persons) (2)	-	0%

On September 25, 2018, East Wacker filed its certificate of dissolution with the Secretary of State of the State of Delaware, which became effective on that date, and transferred its remaining net assets (consisting primarily of cash) totaling $161,412,676 to the Trust. Upon the transfer of the assets and liabilities to the Trust, East Wacker’s stock records were closed, all of the outstanding shares of East Wacker’s preferred and common stock were cancelled, and each stockholder of East Wacker automatically became the holder of one unit of beneficial interest in the Trust for each one share of East Wacker’s preferred stock then currently held of record by such stockholder. The rights of beneficiaries in their beneficial interests are not represented by any form of certificate or other instrument. Stockholders of East Wacker on September 25, 2018 were not required to take any action to receive units of beneficial interests. On the date of the conversion, the economic value of one unit of beneficial interest in the Trust was equivalent to the economic value of one share of East Wacker’s preferred stock.

Preferred Stock	Number of Shares	Percentage of
	Beneficially	Outstanding
Name of Holder	Owned	Preferred Stock
Franklin Street Properties Corp. (1)	965.75	43.7%
Edward Darman Company Limited Partnership (3)	120.00	5.43%
George J. Carter (2)	-	0%
Jeffrey B. Carter (2)	-	0%
John G. Demeritt (2)	-	0%
John F. Donahue (2)	-	0%
Scott H. Carter (2)	-	0%
Eriel Anchondo (2)	-	0%
All Directors and Executive Officers as a Group (consisting of 6 persons) (2)	-	0%

Although East Wacker’s dissolution was effective on September 25, 2018, Section 278 of the General Corporation Law of the State of Delaware provides that East Wacker’s existence continues for at least three years after dissolution for limited purposes. Specifically, East Wacker will continue to exist for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against it, and enabling East Wacker gradually to settle and close its business, to dispose of and convey its property, to discharge its liabilities and to distribute to its stockholders any remaining assets, but not for the purpose of continuing the business for which East Wacker was organized.

~~(1)~~Note ~~The~~2. ~~address~~Summary of ~~Franklin~~Significant ~~Street~~Accounting Policies ~~Properties Corp. is 401 Edgewater Place, Wakefield, Massachusetts 01880.~~

~~(2)~~Basis ~~Each~~ of ~~the~~Accounting ~~executive officers is employed by Franklin Street Properties Corp.~~

The liquidation basis of accounting was adopted by East Wacker in executing the Plan of Complete Dissolution and Liquidation (3the “Plan of Dissolution”) ~~The~~for ~~address~~all periods subsequent to September 25, 2018, and will continue as the basis of ~~Edward~~accounting ~~Darman~~for ~~Company~~the ~~Limited~~Trust. ~~Partnership~~Under isthe 25liquidation ~~Recreation~~basis ~~Park~~of ~~Drive~~accounting, assets ~~Suite~~are ~~204,~~stated ~~Hingham~~at their estimated net realizable values and liabilities are stated at their estimated settlement amounts. Claims, liabilities ~~Massachusetts~~and ~~02043~~future expenses for operation of the Liquidating Trust will continue to be incurred until the Trust is terminated.

~~Equity~~Use ~~Compensation~~of ~~Plan~~Estimates ~~Information~~

The ~~Company~~preparation ~~does~~of ~~not~~financial ~~have~~statements ~~any~~in ~~equity~~accordance with ~~compensation~~GAAP and under the liquidation basis of accounting requires us to make estimates and judgments that affect the reported amounts ~~plans~~of assets (including net assets in liquidation), liabilities and expenses. We believe that our critical accounting policies are those that require significant judgments and estimates. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could vary from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions.

20 17

~~Item~~FSP ~~13.~~East ~~Certain~~Wacker ~~Relationships~~Drive ~~and~~Corp. ~~Related~~Liquidating ~~Transactions,~~Trust Notes ~~and~~to ~~Director~~Unaudited ~~Independence~~Financial Statements

~~Certain~~Note ~~Relationships~~2. ~~and~~Summary ~~Related~~of Significant Accounting Policies ~~Transactions~~(continued)

~~George~~Cash ~~J. Carter, Jeffrey B. Carter, John G. Demeritt, John F. Donahue, Scott H. Carter~~ and ~~Eriel~~Cash ~~Anchondo,~~Equivalents each of whom is an executive officer of the Company, are executive officers of Franklin Street, and George J. Carter is a director of Franklin Street. Jeffrey B. Carter and Scott H. Carter are brothers and are George J. Carter’s sons. None of such persons received any remuneration from the Company for their services.

~~Asset~~As ~~Management~~of ~~Agreement~~December 31, 2018, cash and cash equivalents total approximately $1,653,000, which consist of funds held in bank deposit accounts. Cash equivalents are stated at costs plus accrued interest approximates market value.

~~The~~Restricted ~~Company~~Cash has in the past engaged in and currently engages in transactions with a related party, Franklin Street, and its wholly-owned subsidiaries, FSP Investments LLC and FSP Property Management LLC (collectively “FSP”). The Company expects to continue to have related party transactions with FSP in the form of management fees paid to FSP to manage the Company on behalf of its stockholders. FSP Property Management LLC currently provides the Company with asset management and financial reporting services. The asset management agreement between the Company and FSP Property Management LLC requires the Company to pay FSP Property Management LLC a monthly fee equal to one-half of one percent (.5%) of the gross revenues of the Property. The asset management agreement between the Company and FSP Property Management LLC may be terminated by either party without cause at any time, upon at least thirty (30) days’ written notice. For the years ended December 31, 2017 and 2016, management fees paid were approximately $91,000 and $87,000, respectively.

~~Investor~~As ~~Services~~of ~~Agreement~~December 31, 2018, restricted cash was approximately $2,000,000 representing funds held in an escrow account by a title company as security for any claim of breach of any of East Wacker’s representations in the purchase and sale agreement signed in connection with the sale of East Wacker’s real property on June 28, 2018. We anticipate that all of these funds will be returned to the Trust on or about March 25, 2019 and be available for one or more additional liquidating distributions in amounts and on dates to be determined. However, there can be no assurance all or any portion of these funds will be returned to the Trust or that there will be sufficient funds available to make any such future liquidating distributions.

OnRecent ~~August~~Accounting ~~14, 2012, the Company~~Pronouncements entered into an Investor Services Agreement (the “FSPI Agreement”) with FSP Investments LLC for the provision of investor services to holders of Preferred Stock. FSP Investments LLC is a wholly-owned subsidiary of Franklin Street, which is the sole holder of the one share of Common Stock that is issued and outstanding. FSP Investments LLC acted as a real estate investment firm and broker/dealer with respect to (a) the Company’s organization, (b) the Company’s acquisition of the Property and (c) the sale of the Company’s equity interests. The FSPI Agreement requires the Company to pay a monthly service fee of $500 for services performed under the FSPI Agreement, and to reimburse FSP Investments LLC for its reasonable out-of-pocket expenses incurred in connection with the FSPI Agreement. The FSPI Agreement may be terminated by either party with thirty days written notice or immediately upon certain events of default set forth in the FSPI Agreement. For the years ended December 31, 2017 and 2016, investor services fees paid were approximately $17,000 and $16,000, respectively.

~~Ownership~~There ofare ~~Preferred~~no ~~Stock~~previously ~~and~~issued ~~Common~~or ~~Stock~~new accounting pronouncements or changes in accounting pronouncements that have had, or are expected to have a material impact on the Trust’s financial statements.

OnConcentration ~~December 27, 2007, Franklin Street purchased 965.75 shares~~ of ~~Preferred~~Credit ~~Stock~~Risk (or approximately 43.7% of the issued and outstanding shares of Preferred Stock), for consideration totaling $82,813,000. Prior to purchasing any shares of the Preferred Stock, Franklin Street agreed to vote any shares of Preferred Stock held by it on any matter presented to the holders of the Preferred Stock in a manner that approximates as closely as possible the votes cast in favor of and opposed to such matter by the holders of the Preferred Stock other than Franklin Street and its affiliates. For purposes of determining how Franklin Street votes its shares of the Preferred Stock, abstentions and non-~~votes~~ ~~by stockholders other than Franklin Street are not considered. Franklin Street is entitled~~Financial toInstruments ~~distributions that are declared on the Preferred Stock.~~

~~Franklin~~Financial ~~Street~~instruments isthat subject the ~~sole holder~~Trust ofto ~~the~~a ~~one~~concentration ~~share~~ of ~~the~~credit ~~Company’s~~risk ~~Common~~consist ~~Stock~~of ~~that~~cash isand ~~issued~~cash equivalents and ~~outstanding. Subsequent~~restricted tocash ~~the~~balances ~~completion~~maintained ~~of the~~in ~~private~~financial ~~placement~~institutions that ofare, ~~the~~in ~~Preferred~~part, ~~Stock~~ in ~~December~~excess ~~2007,~~of ~~Franklin~~Federal ~~Street~~Deposit ~~has~~Insurance ~~not~~Corporation ~~been~~(“FDIC”) ~~entitled~~limits. toAs ~~share~~of inDecember ~~any~~31, ~~earnings~~2018, orthe ~~any~~Trust ~~dividend~~held ascash aand ~~result~~cash equivalents and restricted cash of ~~its~~approximately ~~ownership~~$1,391,000 in excess of ~~Common~~the ~~Stock~~FDIC insurance limits.

~~Director~~Financial ~~Independence~~Instruments

Our ~~securities~~net ~~are~~assets ~~not~~in ~~listed~~liquidation onas aof ~~national securities~~December ~~exchange~~31, or2018 ininclude anthe ~~inter-dealer~~following ~~quotation~~financial ~~system.~~instruments: ~~None~~cash ofand cash equivalents and accrued expenses. As our ~~directors~~financial ~~qualifies~~statements have asbeen ~~“independent”~~prepared under the ~~standards~~ liquidation basis of accounting, the ~~NYSE~~carrying ~~American,~~values ~~where~~of ~~Franklin~~these ~~Street~~instruments isclassified ~~listed~~as assets and liabilities represent their estimated net realizable values and estimated settlement amounts, respectively.

21 Costs to be incurred during liquidation

~~Item~~Under ~~14.~~the ~~Principal~~liquidation ~~Accounting~~basis ~~Fees~~of accounting, we accrue for the estimated remaining costs to be incurred during liquidation, including legal expenses, accounting expenses, tax reporting expenses, contractor services, and ~~Services~~miscellaneous other expected future costs. As of December 31, 2018, such costs were estimated at approximately $276,000. Our estimates are based on assumptions regarding costs to be incurred in executing the Trust Agreement, as described above in Note 1. The actual costs incurred during liquidation may increase, reducing net assets available in liquidation.

~~Independent~~Income ~~Auditor~~Taxes ~~Fees and Other Matters~~

~~The~~We ~~following~~are ~~table~~treated ~~summarizes~~as ~~the~~a ~~aggregate~~grantor ~~fees~~trust ~~billed~~for federal income tax purposes and accordingly, will not be subject to federal or state income tax on any income earned or gain recognized by ~~the~~us. ~~Company’s~~Our ~~independent~~beneficiaries ~~registered~~will ~~public~~be ~~accounting~~treated ~~firm~~as ~~for~~the ~~audit~~owner ~~services~~of ~~for~~a ~~each~~pro rata portion of ~~the~~each ~~last~~asset, ~~two~~including ~~fiscal~~cash, ~~years~~received by and held ~~for~~by ~~other~~us ~~services~~and ~~rendered~~will be required to ~~the~~report ~~Company~~on inhis ~~each~~or her federal, state or foreign tax return his or her pro rata share (per unit) of taxable ~~the~~income, ~~last~~including ~~two~~gains ~~fiscal~~and ~~years~~losses recognized by us. Accordingly, there is no provision for federal or state income taxes in the accompanying financial statements.

Fee Category	2017		2016
Audit Fees (1)	$	96,000	$	96,000
Audit-Related Fees (2)		—		—
Tax Fees (3)		7,500		7,000
All Other Fees (4)		—		—
	$	103,500	$	103,000

~~(1)~~FSP ~~Audit~~East ~~fees~~Wacker ~~consist~~Drive ofCorp. ~~fees~~Liquidating ~~for~~Trust Notes ~~the~~to ~~audit~~Unaudited ofFinancial our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements.Statements

~~(2)~~Note ~~Audit-related~~3. ~~fees~~Commitments ~~consist of fees for assurance~~ and ~~related~~Contingencies ~~services that are reasonably related to the performance of the audit and the review of our financial statements and which are not reported under “Audit Fees”.~~

(3) Tax fees consist of fees for tax compliance, tax advice and tax planning services. Tax compliance services, which relate to the preparation of tax returns, claims for refunds and tax payment-planning services, accounted for $7,500 and $7,000 of the total tax fees incurred in 2017 and 2016, respectively.Indemnifications

Pursuant to the Trust Agreement, the Trust shall, to the maximum extent permitted by law, indemnify the Trustee against, and hold the Trustee harmless as to, any and all claims, causes of action and liabilities, including all expenses and defense costs (4including reasonable attorneys’ fees), ~~The~~arising out ~~Company~~of ~~was~~or ~~not~~in ~~billed~~connection bywith its ~~independent~~service ~~registered~~as ~~public~~trustee ~~accounting~~under ~~firm~~the Trust Agreement or any acts or omissions taken or omitted to be taken as trustee under the Trust Agreement, except to the extent that it is finally determined that the Trustee did not act in ~~2017~~good faith or ~~2016~~such ~~for~~actions or omissions constitute gross negligence or willful misconduct on the part of the Trustee. In the event that any legal ~~other~~proceeding is instituted against the Trustee, as trustee or personally, on account of any actions or omissions taken by the Trustee, then prior to the final disposition of such action, the Trustee shall be entitled to cause the Trust to advance to the Trustee such fees and costs as are reasonably incurred by the Trustee in defending against such action.

~~Pre-Approval Policy and Procedures~~19

~~The~~EXHIBIT ~~Company has not adopted policies and procedures relating to the pre-approval of audit and non-audit services that are to be performed by the Company’s independent registered public accounting firm.~~INDEX

22 Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit index immediately precedes the exhibits.

~~PART~~The IVfollowing exhibits are included, or incorporated by reference, in the Annual Report on Form 10-K for the fiscal year 2018 (and are numbered in accordance with Item 601 of Regulation S-K).

Item 15. Exhibits, Financial Statement Schedules

Exhibit No.	Description

2.1	Plan of Complete Dissolution and Liquidation of FSP East Wacker Drive Corp., as approved by stockholders on August 17, 2018 and as currently in effect (included as Annex A to East Wacker’s Definitive Proxy Statement filed on July 27, 2018 and incorporated herein by reference)

10.1	Liquidating Trust Agreement, dated as of September 5, 2018, by and between FSP East Wacker Drive Corp. and FSP Property Management LLC (included as Exhibit 99.2 to East Wacker’s Current Report on Form 8-K filed on September 25, 2018 and incorporated herein by reference)

10.2	Purchase and Sale Agreement by and between FSP East Wacker Drive Corp. and BCSP 8 Acquisition LLC, dated June 28, 2018 (included as Annex A to East Wacker’s Definitive Proxy Statement filed on July 27, 2018 and incorporated herein by reference)

31.1*	Certification of Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*	Certification of Trustee pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	Filed herewith.

~~(a) The following documents are filed as part of this report.~~20

~~1. Financial Statements: The Financial Statements listed in the accompanying Index to Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K.~~SIGNATURE

2.Pursuant ~~Financial~~to the ~~Statement~~requirements ~~Schedule:~~of ~~The~~Section ~~Financial~~13 ~~Statement~~or ~~Schedule~~15(d) ~~listed~~of on the ~~accompanying~~Securities ~~Index~~Exchange toAct ~~Consolidated~~of ~~Financial~~1934, ~~Statements~~the isregistrant ~~filed~~has asduly ~~part~~caused of this ~~Annual~~report ~~Report~~to be signed on ~~Form~~its ~~10-K~~behalf by the undersigned, thereunto duly authorized.

3FSP 303 EAST WACKER DRIVE CORP. ~~Exhibits:~~LIQUIDATING TRUST

Exhibit No.	Description
3.1	Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1 to FSP 303 East Wacker Drive Corp.’s Registration Statement on Form 10 filed on April 11, 2008 (File No. 000-53165)
3.2	By-Laws, incorporated herein by reference to Exhibit 3.2 to FSP 303 East Wacker Drive Corp.’s Registration Statement on Form 10 filed on April 11, 2008 (File No. 000-53165)
10.1	Asset Management Agreement, dated January 5, 2007, between FSP 303 East Wacker Drive LLC and FSP Property Management LLC, as amended by that certain First Amendment to Asset Management Agreement, dated August 23, 2007, between FSP 303 East Wacker Drive LLC and FSP Property Management LLC, incorporated herein by reference to Exhibit 10.3 to FSP 303 East Wacker Drive Corp.’s Registration Statement on Form 10 filed on April 11, 2008 (File No. 000-53165)
10.2	Investor Services Agreement dated August 14, 2012 by and between FSP 303 East Wacker Drive Corp. and FSP Investments LLC, incorporated herein by reference to Exhibit 10.1 to FSP 303 East Wacker Drive Corp.’s Form 10-Q filed on August 14, 2012 (File No. 000-53165).
10.3	Voting Agreement, dated January 1, 2007, among FSP 303 East Wacker Drive Corp., George J. Carter and Franklin Street Properties Corp., incorporated herein by reference to Exhibit 10.4 to FSP 303 East Wacker Drive Corp.’s Registration Statement on Form 10 filed on April 11, 2008 (File No. 000-53165)
10.4	Mortgage Note dated August 3, 2011 from FSP 303 East Wacker Drive LLC in favor of John Hancock Life Insurance Company (U.S.A.), incorporated herein by reference to Exhibit 10.1 to FSP 303 East Wacker Drive Corp.’s Current Report on Form 8-K filed on August 4, 2011 (File No. 000-53165)
10.5	Tenant Improvement and Leasing Commissions Agreement dated August 3, 2011 by and between FSP 303 East Wacker Drive LLC and John Hancock Life Insurance Company (U.S.A.), incorporated herein by reference to Exhibit 10.2 to FSP 303 East Wacker Drive Corp.’s Current Report on Form 8-K filed on August 4, 2011 (File No. 000-53165)
10.6	Mortgage, Assignment of Leases and Rents and Security Agreement dated August 3, 2011 from FSP 303 East Wacker Drive LLC in favor of John Hancock Life Insurance Company (U.S.A.), incorporated herein by reference to Exhibit 10.3 to FSP 303 East Wacker Drive Corp.’s Current Report on Form 8-K filed on August 4, 2011 (File No. 000-53165)

(Registrant)

By:	FSP Property Management LLC, its Trustee

Date: March 29, 2019		By:	/s/ John G. Demeritt
			John G. Demeritt
			Executive Vice President and Chief Financial Officer

10.7	Guaranty Agreement dated August 3, 2011 from FSP 303 East Wacker Drive LLC and FSP 303 East Wacker Drive Corp. in favor of John Hancock Life Insurance Company (U.S.A.), incorporated herein by reference to Exhibit 10.4 to FSP 303 East Wacker Drive Corp.’s Current Report on Form 8-K filed on August 4, 2011 (File No. 000-53165)
10.8	Indemnification Agreement dated August 3, 2011 from FSP 303 East Wacker Drive LLC and FSP 303 East Wacker Drive Corp. in favor of John Hancock Life Insurance Company (U.S.A.), incorporated herein by reference to Exhibit 10.5 to FSP 303 East Wacker Drive Corp.’s Current Report on Form 8-K filed on August 4, 2011 (File No. 000-53165)
21.1	Subsidiaries of FSP 303 East Wacker Drive Corp., incorporated herein by reference to Exhibit 21.1 to FSP 303 East Wacker Drive Corp.’s Registration Statement on Form 10 filed on April 11, 2008 (File No. 000-53165)
31.1*	Certification of FSP 303 East Wacker Drive Corp.'s principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of FSP 303 East Wacker Drive Corp.'s principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of FSP 303 East Wacker Drive Corp.'s principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of FSP 303 East Wacker Drive Corp.'s principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	The following materials from FSP 303 East Wacker Drive Corp.’s Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Changes in Stockholders’ Equity; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements.
*	Filed herewith.

Item 16. Form 10-K Summary

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf as of March 16, 2018 by the undersigned, thereunto duly authorized.

FSP 303 East Wacker Drive Corp.

By: /s/ George J. Carter

George J. Carter

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George J. Carter	Chief Executive Officer and Director (Principal Executive Officer)	March 16, 2018
George J. Carter
/s/ John G. Demeritt	Executive Vice President, Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	March 16, 2018
John G. Demeritt
/s/ Jeffrey B. Carter	President, Chief Investment Officer and Director	March 16, 2018
Jeffrey B. Carter
/s/ John F. Donahue	Executive Vice President and Director	March 16, 2018
John F. Donahue

FSP 303 East Wacker Drive Corp.

Index to Consolidated Financial Statements

Table of Contents

		Page
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2017 and 2016		F-3
Consolidated Statements of Operations for the years ended December 31, 2017 and 2016		F-4
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2016 and 2017		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2016		F-6
Notes to Consolidated Financial Statements		F-7
Financial Statement Schedule – Schedule III		F-16

F-1

[LETTERHEAD OF MARCUM LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

FSP 303 East Wacker Drive Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FSP 303 East Wacker Drive Corp. (the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2017, and the related notes and financial schedule listed on pages F-16 and F-17 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum llp

We have served as the Company’s auditor since 2007.

Boston, Massachusetts March 16, 2018

F-2

FSP 303 East Wacker Drive Corp. Consolidated Balance Sheets

	December 31,
(in thousands, except share and par value amounts)	2017			2016
Assets:
Real estate investments, at cost:
Land	$	26,200		$	26,200
Buildings and improvements		165,059			159,834
Furniture and equipment		837			837
		192,096			186,871
Less accumulated depreciation		47,992			42,223
Real estate investments, net		144,104			144,648
Cash and cash equivalents		22,628			25,355
Restricted cash		3,943			6,519
Tenant rent receivables, net of allowance for doubtful accounts of $133 and $98, respectively		235			125
Step rent receivable		7,553			6,060
Deferred leasing costs, net of accumulated amortization of $2,893 and $2,603, respectively		6,151			5,774
Prepaid expenses and other assets		88			66
Total assets	$	184,702		$	188,547
Liabilities and Stockholders’ Equity:
Liabilities:
Accounts payable and accrued expenses	$	6,694		$	5,918
Tenant security deposits		483			455
Loan payable, less unamortized financing costs of $111 and $141, respectively		33,959			34,678
Total liabilities		41,136			41,051
Commitments and Contingencies:		—			—
Stockholders’ Equity:
Preferred Stock, $.01 par value, 2,210 shares authorized, issued and outstanding, aggregate liquidation preference $221,000		—			—
Common Stock, $.01 par value, 1 share authorized, issued and outstanding		—			—
Additional paid-in capital		197,162			197,162
Retained losses and distributions in excess of earnings		(53,596	)		(49,666	)
Total Stockholders’ Equity		143,566			147,496
Total Liabilities and Stockholders’ Equity	$	184,702		$	188,547

See accompanying notes to consolidated financial statements.

F-3

FSP 303 East Wacker Drive Corp. Consolidated Statements of Operations

	For the Year Ended December 31,
(in thousands, except share and per share amounts)	2017			2016
Revenues:
Rental	$	19,674		$	17,871
Total revenue		19,674			17,871
Expenses:
Rental operating expenses		6,421			6,274
Real estate taxes and insurance		5,282			4,446
Depreciation and amortization		7,265			6,739
Interest expense		1,692			1,719
Total expenses		20,660			19,178
Net loss before interest income		(986	)		(1,307	)
Interest income		6			39
Net loss attributable to preferred stockholders	$	(980	)	$	(1,268	)
Weighted average number of preferred shares outstanding, basic and diluted		2,210			2,210
Net loss per preferred share, basic and diluted	$	(443	)	$	(574	)

See accompanying notes to consolidated financial statements.

F-4

FSP 303 East Wacker Drive Corp. Consolidated Statements of Changes in Stockholders’ Equity For the Years Ended December 31, 2016 and 2017

(in thousands)	Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Losses and Distributions in Excess of Earnings			Total Stockholders' Equity
Balance, January 1, 2016	$	—	$	—	$	197,162	$	(46,303	)	$	150,859
Distributions		—		—		—		(2,095	)		(2,095	)
Net loss		—		—		—		(1,268	)		(1,268	)
Balance, December 31, 2016		—		—		197,162		(49,666	)		147,496
Distributions		—		—				(2,950	)		(2,950	)
Net loss		—		—		—		(980	)		(980	)
Balance, December 31, 2017	$	—	$	—	$	197,162	$	(53,596	)	$	143,566

See accompanying notes to consolidated financial statements.

F-5

FSP 303 East Wacker Drive Corp. Consolidated Statements of Cash Flows

	For the Year Ended December 31,
(in thousands)	2017			2016
Cash flows from operating activities:
Net loss	$	(980	)	$	(1,268	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		7,295			6,769
Amortization of favorable real estate leases		—			59
Amortization of unfavorable real estate leases		—			(11	)
Increase (decrease) in bad debt reserve		35			(64	)
Changes in operating assets and liabilities:
Restricted cash		2,576			1,149
Tenant rent receivable		(145	)		34
Step rent receivable		(1,493	)		(532	)
Prepaid expenses and other assets		(22	)		(19	)
Accounts payable and accrued expenses		226			494
Tenant security deposits		28			70
Payment of deferred leasing costs		(1,389	)		(1,674	)
Net cash provided by operating activities		6,131			5,007
Cash flows from investing activities:
Purchase of real estate assets		(5,159	)		(7,184	)
Redemptions of restricted investments		—			17,000
Purchase of restricted investments		—			(11,002	)
Net cash used for investing activities		(5,159	)		(1,186	)
Cash flows from financing activities:
Principal payments of the loan payable		(749	)		(181	)
Distributions to stockholders		(2,950	)		(2,095	)
Net cash used for financing activities		(3,699	)		(2,276	)
Net increase (decrease) in cash and cash equivalents		(2,727	)		1,545
Cash and cash equivalents, beginning of year		25,355			23,810
Cash and cash equivalents, end of year	$	22,628		$	25,355
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,665		$	1,690
Disclosure of non-cash investing activities:
Accrued costs for purchase of real estate assets	$	635		$	85

See accompanying notes to consolidated financial statements.

F-6

FSP 303 East Wacker Drive Corp.

Notes to Consolidated Financial Statements

1. Organization

FSP 303 East Wacker Drive Corp. (the “Company”) was organized on December 13, 2006 as a corporation under the laws of the State of Delaware to purchase, own, and operate a twenty-eight story Class “A” multi-tenant office tower containing approximately 860,000 rentable square feet of space located in downtown Chicago, Illinois (the “Property”). The Company acquired the Property and commenced operations on January 5, 2007. Franklin Street Properties Corp. (“Franklin Street”) (NYSE American: FSP) holds the sole share of the Company’s common stock, $.01 par value per share (the “Common Stock”). Between February 2007 and December 2007, FSP Investments LLC, a wholly-owned subsidiary of Franklin Street, completed the sale on a best efforts basis of 2,210 shares of the Company’s preferred stock, $.01 par value per share (the “Preferred Stock”). FSP Investments LLC sold the Preferred Stock in a private placement offering to “accredited investors” within the meaning of Regulation D under the Securities Act of 1933.

All references to the Company refer to FSP 303 East Wacker Drive Corp. and its consolidated subsidiary, collectively, unless the context otherwise requires.

2. Summary of Significant Accounting Policies

BASIS OF PRESENTATION

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

ESTIMATES AND ASSUMPTIONS

The Company prepares its consolidated financial statements and related notes in conformity with accounting principles generally accepted in the United States of America (“GAAP”). These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

REAL ESTATE AND DEPRECIATION

Real estate assets are stated at cost less accumulated depreciation. If the Company determines that impairment has occurred, the affected assets are reduced to their fair value.

Costs related to property acquisition and improvements are capitalized. Typical capital items include new roofs, site improvements, various exterior building improvements and major interior renovations.

Routine replacements and ordinary maintenance and repairs that do not extend the life of the asset are expensed as incurred. Funding for repairs and maintenance items typically is provided by cash flows from operating activities.

Depreciation is computed using the straight-line method over the assets' estimated useful lives as follows:

	Category	Years
	Building - Commercial	39
	Building Improvements	15-39
	Furniture & Equipment	5-7
	Tenant Improvements	shorter of estimated useful life or the term of the lease

The Company reviews the Property to determine if the carrying amount will be recovered from future cash flows if certain indicators of impairment are identified at the Property. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. When indicators of impairment are present and the sum of the undiscounted future cash flows is less than the carrying value of such asset, an impairment loss is recorded equal to the difference between the asset’s current carrying value and its fair value based on discounting its estimated future cash flows. At December 31, 2017 and 2016, no impairment charges were recorded.

F-7

FSP 303 East Wacker Drive Corp.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (continued)

REAL ESTATE AND DEPRECIATION (continued)

Depreciation expense of $6,253,000 and $5,773,000 is included in Depreciation and Amortization in the Company’s Consolidated Statements of Operations for the years ended December 31, 2017 and 2016, respectively.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments with an initial maturity of three months or less to be cash equivalents.

RESTRICTED CASH AND INVESTMENT

The Company is required under the loan payable to hold proceeds from the loan payable in a restricted reserve account or accounts. These proceeds are classified as restricted cash or restricted investments on the Consolidated Balance Sheets, depending on the initial maturity of the respective instrument. Restricted cash at December 31, 2017 and 2016 consisted of amounts in a money market account totaling $3,943,000 and $6,519,000, respectively. There were no restricted investments at December 31, 2017 and 2016.

CONCENTRATION OF CREDIT RISKS

Cash, cash equivalents and short-term investments are financial instruments that potentially subject the Company to a concentration of credit risk. The Company maintains its cash balances and short-term investments principally in banks which the Company believes to be creditworthy. The Company periodically assesses the financial condition of the banks and believes that the risk of loss is minimal. Cash balances held with various financial institutions frequently exceed the insurance limit of $250,000 provided by the Federal Deposit Insurance Corporation.

For the years ended December 31, 2017 and 2016, rental income was derived from various tenants. As such, future receipts are dependent upon the financial strength of the lessees and their ability to perform under the lease agreements.

The following tenants represent greater than 10% of rental revenue as of December 31, 2017 and 2016:

	2017	2016
Maximus	15.8%	26.9%
Kelly Scott & Madison	11.1%	8.4%

FINANCIAL INSTRUMENTS

The Company estimates that the carrying value of cash and cash equivalents, restricted cash, and loan payable approximate their fair values based on their short-term maturity and prevailing interest rates.

TENANT RENT RECEIVABLES

Tenant rent receivables are reported at the amount the Company expects to collect on balances outstanding at year-end. The Company provides an allowance for doubtful accounts based on its estimate of a tenant’s ability to make future rent payments. The computation of this allowance is based in part on the tenant’s payment history and current credit status. Management monitors outstanding balances and tenant relationships and concluded that as of December 31, 2017 and 2016, the allowance for doubtful accounts was $133,000 and $98,000, respectively.

F-8

FSP 303 East Wacker Drive Corp.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (continued)

STEP RENT RECEIVABLE

Certain leases provide for fixed rental increases over the life of the lease. Rental revenue is recognized on the straight-line basis over the related lease term; however, billings by the Company are based on required minimum rentals in accordance with the lease agreements. Step rent receivable, which is the cumulative revenue recognized in excess of amounts billed by the Company, is $7,553,000 and $6,060,000 at December 31, 2017 and 2016, respectively.

DEFERRED LEASING COSTS

Deferred leasing commissions represent direct and incremental external leasing costs incurred in the leasing of commercial space. These costs are capitalized and are amortized on a straight-line basis over the terms of the related lease agreements. Amortization expense was $1,012,000 and $894,000 for the years ended December 31, 2017 and 2016, respectively.

REVENUE RECOGNITION

The Company has retained substantially all of the risks and benefits of ownership of the Company's commercial property and accounts for its leases as operating leases. Rental income from leases, which may include rent concession (including free rent and tenant improvement allowances) and scheduled increases in rental rates during the lease term, is recognized on a straight-line basis. The Company does not have any percentage rent arrangements with its commercial property tenants. Reimbursable costs are included in rental income in the year earned.

A schedule showing the components of rental revenue is shown below.

	Year Ended		Year Ended
	December 31,		December 31,
(in thousands)	2017		2016
Income from leases	$	11,252	$	10,955
Straight-line rent adjustment		1,377		503
Reimbursable expenses and parking		7,045		6,424
Termination fees		—		37
Amortization of favorable leases		—		(59	)
Amortization of unfavorable leases		—		11
Total	$	19,674	$	17,871

INTEREST INCOME

Interest income is recognized when earned.

INCOME TAXES

The Company has elected to be taxed as a Real Estate Investment Trust (“REIT”) under the Internal Revenue Code of 1986, as amended. As a REIT, the Company generally is entitled to a tax deduction for dividends paid to its stockholders, thereby effectively subjecting the distributed net income of the Company to taxation at the stockholder level only. The Company must comply with a variety of restrictions to maintain its status as a REIT. These restrictions include the type of income it can earn, the type of assets it can hold, the number of stockholders it can have and the concentration of their ownership, and the amount of the Company’s taxable income that must be distributed annually.

F-9

FSP 303 East Wacker Drive Corp.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (continued)

NET LOSS PER SHARE

Basic net loss per share of Preferred Stock is computed by dividing net loss by the weighted average number of shares of Preferred Stock outstanding during the period. Diluted net loss per share of Preferred Stock reflects the potential dilution that could occur if securities or other contracts to issue shares were exercised or converted into shares. There were no potential dilutive shares outstanding at December 31, 2017 and 2016. Subsequent to the completion of the offering shares of Preferred Stock, the holder of Common Stock is not entitled to share in any income nor in any related dividend.

RECENT ACCOUNTING STANDARDS

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. This update is effective for interim and annual reporting periods beginning after December 15, 2017. Substantially all of our revenue consists of rental income from leasing arrangements, which is specifically excluded from Topic 606. The Company will adopt Topic 606 using the modified retrospective approach effective January 1, 2018 and the adoption will not have an impact on the timing of revenue recognition in the consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), (“ASU 2016-02”). ASU 2016-02 requires lessees to establish a lease liability for the obligation to make lease payments and a right of use asset for the right to use the underlying asset for the lease term on their balance sheets. Lessees will continue to recognize lease expenses on their income statements in a manner similar to current accounting. The guidance also eliminates current real estate-specific provisions for all entities. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. This new standard is effective for annual periods beginning after December 15, 2018, and interim periods thereafter with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which clarifies how reporting entities should present and classify certain cash receipts and cash payments in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect that the adoption of ASU 2016-15 will have a material impact on our consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (“ASU 2016-18”). ASU 2016-18 provides guidance on the presentation of cash, cash equivalents and restricted cash in the statement of cash flows to reduce the current diversity in practice. The amendments in this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. Adoption of this standard is not expected to have a material impact on the consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash (“ASU 2016-18”), which clarifies how reporting entities should present restricted cash and restricted cash equivalents. Reporting entities will show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The new standard requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheets. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Upon the adoption of ASU No. 2016-18, we will reconcile both cash and cash equivalents and restricted cash and restricted cash equivalents, whereas under the current guidance we explain the changes during the period for cash and cash equivalents only.

F-10

FSP 303 East Wacker Drive Corp.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (continued)

RECENT ACCOUNTING STANDARDS (continued)

In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business (“ASU 2017-01”), which provides additional guidance on evaluating whether transactions should be accounted for as an acquisition (or disposal) of assets of a business. The update defines three requirements for a set of assets and activities (collectively referred to as a “set”) to be considered a business: inputs, processes and outputs. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. This update will be applied prospectively to any transactions occurring within the period of adoption. Subsequent to adoption, we believe certain property acquisitions which under previous guidance would have been accounted for as business combinations will be accounted for as acquisitions of assets. In an acquisition of assets, certain acquisition costs are capitalized as opposed to expensed under business combination guidance.

3. Income Taxes

The Company files as a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended. In order to qualify as a REIT, the Company is required to distribute at least 90% of its taxable income to stockholders and to meet certain asset and income tests as well as certain other requirements. The Company will generally not be liable for federal income taxes, provided it satisfies these requirements. Even as a qualified REIT, the Company is subject to certain state and local taxes on its income and property.

The Company adopted an accounting pronouncement related to uncertainty in income taxes effective January 1, 2007, which did not result in recording a liability, nor was any accrued interest and penalties recognized with the adoption. Accrued interest and penalties will be recorded as income tax expense, if the Company records a liability in the future. The Company’s effective tax rate was not affected by the adoption. The Company files income tax returns in the U.S. federal jurisdiction and the State of Illinois jurisdiction. The statute of limitations for the Company’s income tax returns is generally three years and as such, the Company’s returns that remain subject to examination would be primarily from 2014 and thereafter.

During the years 2007 to 2017, the Company incurred net operating losses for income tax purposes of approximately $15,845,000 which can be carried forward until it expires between 2027 and 2037. The gross amount of net operating losses available to the Company was $15,845,000 and $14,159,000 as of December 31, 2017 and 2016, respectively.

At December 31, 2017, the Company’s net tax basis of its real estate assets was $165,295,000.

The following schedule reconciles net loss to taxable loss subject to dividend requirements:

	Year Ended			Year Ended
	December 31,			December 31,
(in thousands)	2017			2016
Net loss	$	(980	)	$	(1,268	)
Adjustments: Book depreciation and amortization		7,295			6,796
Amortization of favorable real estate leases		—			59
Deferred rent		(291	)		290
Allowance for bad debt expenses		35			(64	)
Tax depreciation and amortization		(6,142	)		(6,460	)
Amortization of unfavorable real estate leases		—			(11	)
Straight-line rent adjustment		(1,603	)		(713	)
Taxable loss	$	(1,686	)	$	(1,371	)

F-11

FSP 303 East Wacker Drive Corp.

Notes to Consolidated Financial Statements

3. Income Taxes (continued)

The following schedule summarizes the tax components of the distributions paid for the years ended December 31, 2017 and 2016:

(dollars in thousands)	2017				2016
	Preferred		%		Preferred		%
Ordinary income	$	—		0%	$	—		0%
Return of Capital		2,950		100%		2,095		100%
Total	$	2,950		100%	$	2,095		100%

4. Loan Payable

On August 3, 2011, the Company entered into a mortgage note in favor of John Hancock Life Insurance Company (U.S.A.) (the “Lender”) to evidence a loan in the original principal amount of $35,000,000 that matures on September 1, 2021 (the “Loan”). The proceeds of the Loan are being held by the Lender for the Company’s benefit in a restricted reserve account or accounts to be drawn upon by the Company from time to time for tenant improvement costs and leasing commissions at the Property upon satisfaction of certain conditions. The Loan bears interest at the fixed rate of 4.83% per annum. The Company was obligated to make monthly payments of interest only for the initial 60 months of the Loan. Thereafter, the Company is obligated to make monthly payments of principal and interest for the remaining 60 months, based on a 25-year amortization schedule, until the maturity date, when all outstanding amounts become due. Commencing on October 1, 2016, the Loan became payable in monthly payments of principal and interest in the amount of $201,155. The Company may prepay the Loan with a prepayment premium, as defined in the Loan agreement. The Loan is secured, in part, by a mortgage, assignment of leases and rents and security agreement (the “Mortgage”) from the Company in favor of the Lender. The Mortgage constitutes a lien against the Property and has been recorded in the land records of Cook County, Illinois. Subject to customary exceptions, the Loan is nonrecourse to the Company. As of December 31, 2017, the Company had drawn an aggregate of $31,070,000 from the restricted reserve account(s). Interest expense paid on the Loan for the years ended December 31, 2017 and 2016 was $1,665,000 and $1,690,000, respectively. The documents evidencing and securing the Loan include restrictions on property liens and require compliance with various non-financial covenants, which include the requirement that the Company provide annual reports to the Lender. The Company was in compliance with the Loan covenants as of December 31, 2017 and 2016.

As of December 31, 2017, scheduled principal payments under the Loan for the next four years are as follows:

(in thousands)
2018	$ 786
2019	824
2020	865
2021	31,595

F-12

FSP 303 East Wacker Drive Corp.

Notes to Consolidated Financial Statements

5. Capital Stock

PREFERRED STOCK

Generally, each holder of shares of Preferred Stock is entitled to receive ratably all dividends, if any, declared by the Board of Directors out of funds legally available. The right to receive dividends is non-cumulative, and no right to dividends shall accrue by reason of the fact that no dividend has been declared in any prior year. Each holder of shares of Preferred Stock will be entitled to receive, to the extent that funds are available therefor, $100,000 per share of Preferred Stock, before any payment to the holder of Common Stock, out of distributions to stockholders upon liquidation, dissolution or the winding up of the Company; the balance of any such funds available for distribution will be distributed among the holders of shares of Preferred Stock and the holder of Common Stock, pro rata based on the number of shares held by each; provided, however, that for these purposes, one share of Common Stock will be deemed to equal one-tenth of a share of Preferred Stock.

In addition to certain rights to remove and replace directors with or without cause, the holders of a majority of the then outstanding shares of Preferred Stock shall have the further right to approve or disapprove a proposed sale of the Property, the merger of the Company with any other entity and amendments to the corporate charter. A vote of the holders of not less than 66.67% of the then outstanding shares of Preferred Stock is required for the issuance of any additional shares of capital stock. Holders of shares of Preferred Stock have no redemption or conversion rights.

COMMON STOCK

Franklin Street is the sole holder of the Company’s Common Stock. Franklin Street has the right to vote to elect the directors of the Company and to vote on all matters, subject to the voting rights of the Preferred Stock set forth above. Subsequent to the completion of the offering of the shares of Preferred Stock in December 2007, Franklin Street, as the holder of Common Stock, was not, and is not entitled to share in any earnings or any related dividend with respect to the Common Stock.

6. Related Party Transactions

Asset Management Agreement

The Company has in the past engaged in and currently engages in transactions with a related party, Franklin Street, and its wholly-owned subsidiaries, FSP Investments LLC and FSP Property Management LLC (collectively “FSP”). The Company expects to continue to have related party transactions with FSP in the form of management fees paid to FSP to manage the Company on behalf of its stockholders. FSP Property Management LLC currently provides the Company with asset management and financial reporting services. The asset management agreement between the Company and FSP Property Management LLC requires the Company to pay FSP Property Management LLC a monthly fee equal to one-half of one percent (.5%) of the gross revenues of the Property. The asset management agreement between the Company and FSP Property Management LLC may be terminated by either party without cause at any time, upon at least thirty (30) days’ written notice. For the years ended December 31, 2017 and 2016, management fees paid were approximately $91,000 and $87,000, respectively.

Investor Services Agreement

On August 14, 2012, the Company entered into an Investor Services Agreement (the “FSPI Agreement”) with FSP Investments LLC for the provision of investor services to holders of Preferred Stock. FSP Investments LLC is a wholly-owned subsidiary of Franklin Street, which is the sole holder of the one share of the Company’s Common Stock that is issued and outstanding. FSP Investments LLC acted as a real estate investment firm and broker/dealer with respect to (a) the Company’s organization, (b) the Company’s acquisition of the Property and (c) the sale of the Company’s equity interests. The FSPI Agreement requires the Company to pay a monthly service fee of $500 for services performed under the FSPI Agreement, and to reimburse FSP Investments LLC for its reasonable out-of-pocket expenses incurred in connection with the FSPI Agreement. The FSPI Agreement may be terminated by either party with thirty days written notice or immediately upon certain events of default set forth in the FSPI Agreement. For the years ended December 31, 2017 and 2016, investor services fees and expenses paid were approximately $17,000 and $16,000, respectively.

F-13

FSP 303 East Wacker Drive Corp.

Notes to Consolidated Financial Statements

6. Related Party Transactions (continued)

Ownership of Preferred Stock and Common Stock

On December 27, 2007, Franklin Street purchased 965.75 shares of Preferred Stock (approximately 43.7% of the issued and outstanding shares of Preferred Stock) for consideration totaling $82,813,000. Prior to purchasing any shares of the Preferred Stock, Franklin Street agreed to vote any shares of Preferred Stock held by it on any matter presented to the holders of the Preferred Stock in a manner that approximates as closely as possible the votes cast in favor of and opposed to such matter by the holders of the Preferred Stock other than Franklin Street and its affiliates. For purposes of determining how Franklin Street votes its shares of the Preferred Stock, abstentions and non-votes by stockholders other than Franklin Street are not considered. Franklin Street is entitled to distributions that are declared on the Preferred Stock.

Franklin Street is the sole holder of the one share of the Company’s Common Stock that is issued and outstanding. Subsequent to the completion of the private placement of the Preferred Stock in December 2007, Franklin Street has not been entitled to share in earnings or any dividend related to the Common Stock.

7. Commitments and Contingencies

The Company, as lessor, has minimum future rentals due under non-cancelable operating leases as follows:

	Year Ending
(in thousands)	December 31,	Amount
	2018	$	11,971
	2019		11,983
	2020		11,863
	2021		10,645
	2022		9,259
	Thereafter		30,131
		$	85,852

In addition, the lessees are liable for real estate taxes and certain operating expenses of the Property pursuant to lease agreements.

8. Segment Reporting

The Company operates in one industry segment, which is real estate ownership of commercial property. At December 31, 2017 and 2016, the Company owned and operated the Property in that one segment.

9. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the components shown below:

	December 31,
(in thousands)	2017		2016
Accrued property tax	$	4,925	$	4,407
Deferred rental income		456		686
Accrued capital expenditures		635		85
Accounts payable and other accrued expenses		678		740
Total	$	6,694	$	5,918

F-14

FSP 303 East Wacker Drive Corp.

Notes to Consolidated Financial Statements

10. Cash Distributions

The Company’s board of directors declared and paid cash distributions as follows:

Quarter Paid	Distributions Per Preferred Share		Total Distributions
First quarter of 2017	$	330	$	729,300
Second quarter of 2017	$	330	$	729,300
Third quarter of 2017	$	335	$	740,350
Fourth quarter of 2017	$	340	$	751,400
First quarter of 2016	$	—	$	—
Second quarter of 2016	$	316	$	698,360
Third quarter of 2016	$	316	$	698,360
Fourth quarter of 2016	$	316	$	698,360

11. Subsequent Event

The Company declared a cash distribution of $340 per share of Preferred Stock on January 24, 2018 to the holders of record of Preferred Stock on February 7, 2018, payable on February 14, 2018.

F-15

SCHEDULE III

FSP 303 East Wacker Drive Corp.

Real Estate and Accumulated Depreciation

December 31, 2017

(in thousands)

		Initial Cost			Historical Costs
Description	Encumbrances	Land	Buildings Improvements and Equipment	Costs Capitalized (Disposals) Subsequent to Acquisition	Land	Buildings Improvements and Equipment	Total (1)	Accumulated Depreciation	Total Costs, Net of Accumulated Depreciation	Depreciable Life (Years)	Date of Acquisition
		(in thousands)
303 East Wacker, Chicago, Illinois	$34,070	$26,200	$128,502	$37,394	$26,200	$165,896	$192,096	$47,992	$144,104	5- 39	2007

(1) The aggregate cost for Federal Income Tax purposes is $210,739.

F-16

FSP 303 East Wacker Drive Corp.

The following table summarizes the changes in the Company’s real estate investments and accumulated depreciation:

	December 31,			December 31,
(in thousands)	2017			2016
Real estate investments, at cost:
Balance, beginning of year	$	186,871		$	180,952
Improvements		5,709			7,032
Dispositions		(484	)		(1,113	)
Balance, end of year	$	192,096		$	186,871
Accumulated depreciation:
Balance, beginning of year	$	42,223		$	37,563
Depreciation		6,253			5,773
Dispositions		(484	)		(1,113	)
Balance, end of year	$	47,992		$	42,223

F-17

Filing Compare · FSP 303 East Wacker Drive Corp.