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~~ year ended December 31, ~~2018~~ 2019

☐

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	30-6629351
(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, ~~2018~~2019 the aggregate fair market value of Common Stock held by non-affiliates of FSP 303 East Wacker Drive Corp. was $0.

The number of shares of common stock outstanding and preferred stock outstanding of FSP 303 East Wacker Drive Corp. at December 31, ~~2018~~2019 was not applicable. As of December 31, ~~2018~~2019 there were 2,210 units of beneficial interest in FSP 303 East Wacker Drive Corp. Liquidating Trust outstanding.

Documents incorporated by reference:

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

As 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.

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent our current expectations, assumptions, estimates and projections about the Trust and include, but are not limited to, the following:

• any statements regarding the execution, timing and expenses associated with the completion of the Trust;

• any statements regarding the disposition of our remaining assets;

• any statements regarding the resolution of any outstanding creditor claims and liabilities; and

• any statements regarding the amount and timing of any future distributions to our beneficial unit holders.

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~~2019. 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:

• our ability to accurately estimate the expenses associated with executing our plan of complete liquidation and dissolution;

• our ability to successfully resolve all our outstanding or unknown future creditor claims and liabilities; and

• our ability to correctly estimate the amount and timing of any future distributions, to our beneficial unit holders.

In light of 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 date of this report. We do not intend to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as otherwise required pursuant to our on-going reporting obligations under the Securities Exchange Act of 1934, as amended.

~~Item~~ 1~~. Business~~

~~Our~~Item principal executive office is located at 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880, and our telephone number is (781) 557-1300. Our annual reports on Form 10-K, current reports on Form 8-K and any amendments to those reports and other Securities and Exchange Commission (“SEC”) filings are electronically filed with, or furnished to, the SEC. All reports filed by the Trust with the SEC are available free of charge via EDGAR through the SEC website at www.sec.gov. In addition, the public may read and copy materials filed by the Trust with the SEC at the SEC’s public reference room located at 100 F Street, N.E, Washington, D.C. 20549 or by calling the SEC at 1~~-202-551-8090~~. Business

~~History~~Our principal executive office is located at 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880, and our telephone number is (781) 557-1300. Our annual reports on Form 10-K, current reports on Form 8-K and any amendments to those reports and other Securities and Exchange Commission (“SEC”) filings are electronically filed with, or furnished to, the SEC. All reports filed by the Trust with the SEC are available free of charge via EDGAR through the SEC website at www.sec.gov. In addition, the public may read and copy materials filed by the Trust with the SEC at the SEC’s public reference room located at 100 F Street, N.E, Washington, D.C. 20549 or by calling the SEC at 1-202-551-8090.

East Wacker 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.History

East Wacker ~~was~~is ~~organized~~a inDelaware ~~December~~corporation ~~2006~~formed byto ~~FSP~~purchase, ~~Investments~~own ~~LLC,~~and operate a ~~wholly~~twenty-~~owned~~eight ~~subsidiary~~story ofClass ~~Franklin~~“A” ~~Street~~multi-tenant ~~Properties~~office ~~Corp.,~~tower ~~which~~containing weapproximately 860,000 ~~refer~~rentable tosquare asfeet ~~Franklin~~of ~~Street (NYSE~~office ~~American:~~and ~~FSP).~~retail ~~FSP~~space ~~Investments~~and ~~LLC~~a ~~acted~~294-stall asunderground aparking ~~real~~garage ~~estate~~located ~~investment~~in ~~firm~~downtown ~~and~~Chicago, Illinois, ~~broker/dealer~~which ~~with~~we ~~respect~~refer to ~~(a)~~as the ~~organization of~~Property. East Wacker, ~~(b)~~operated ~~the~~in ~~acquisition~~a ofmanner ~~the~~intended ~~Property~~to byqualify ~~East~~as ~~Wacker~~a ~~and~~real ~~(c)~~estate ~~the~~investment ~~sale~~trust, or ofREIT, ~~equity~~for ~~interests~~federal inincome ~~East~~tax ~~Wacker~~purposes.

East Wacker ~~purchased~~was ~~the~~organized ~~Property~~in December ~~from~~2006 anby ~~unaffiliated~~FSP ~~third~~Investments ~~party~~LLC, ~~for~~a ~~$167~~wholly-owned subsidiary of Franklin Street Properties Corp.,~~000,000~~ onwhich ~~January~~we 5refer 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, ~~2007~~(b) the acquisition of the Property by East Wacker and (c) the sale of equity interests in East Wacker.

East Wacker ~~commenced~~purchased ~~operations~~the Property infrom an unaffiliated third party for $167,000,000 on January 5, 2007.

~~Franklin Street held the sole share of~~ East Wacker’s ~~common~~commenced ~~stock, $.01 par value per share, which we refer to as the Common Stock. Between February 2007 and~~operations 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 aJanuary ~~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).~~

~~Overview~~Franklin Street held the sole share of ~~Sale~~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 ~~Property~~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 ~~Plan~~funds were received. On December 27, 2007, Franklin Street purchased 965.75 shares of ~~Dissolution~~Preferred Stock (approximately 43.7% of the issued and ~~Trust~~outstanding ~~Agreement~~shares of Preferred Stock).

OnOverview ~~June 20, 2018, the Board~~ of ~~Directors~~ ofSale ~~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.~~Trust OnAgreement 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.

On June 2820, 2018, the Board of Directors of East Wacker ~~entered into~~approved (i) the sale of the Property to an ~~agreement~~unaffiliated third-party buyer for a gross sales price of no less than $182,000,000 and (ii) the ~~“Purchase~~subsequent dissolution and ~~Sale~~liquidation ~~Agreement~~of East Wacker pursuant to a Plan of Complete Dissolution and Liquidation (the “Plan of Dissolution”), ~~with~~intended ~~BCSP~~to 8allow ~~Acquisition~~for ~~LLC,~~the anorderly ~~unaffiliated~~disposition ~~third-party~~of East Wacker’s remaining assets and liabilities. On August 17, ~~for~~2018, East Wacker received the required vote of the stockholders to approve the Plan of Dissolution. The Plan of Dissolution provided the ~~sale~~Board of Directors with the ~~Property~~authority ~~for~~to transfer East Wacker’s remaining assets and liabilities to a ~~gross~~liquidating ~~sales~~trust ~~price~~without offurther ~~$182~~approval by its stockholders,~~000,000~~ in order to complete the Plan of Dissolution.

On ~~September~~June 528, 2018, East Wacker entered ~~and~~into ~~FSP~~an ~~Property~~agreement ~~Management LLC, as Trustee~~ (the “~~Trustee”),~~Purchase ~~formed~~and ~~the~~Sale ~~Trust by entering into the Liquidating Trust~~ Agreement ~~(as amended, the “Trust Agreement~~”), ~~for~~with ~~the~~BCSP ~~creation~~8 ~~and~~Acquisition ~~operation of the FSP East Wacker Tenth Street Corp. Liquidating Trust. FSP Property Management~~ LLC, ~~previously~~an ~~served~~unaffiliated ~~as East Wacker’s asset manager and is a wholly~~third-~~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~~party, ~~including the payment of any liabilities, costs and expenses of East Wacker~~for or the ~~Trust.~~sale ~~The Trust will terminate upon the earlier~~ of the ~~distribution~~Property offor ~~all of the Trust’s assets in accordance with the terms of the Trust Agreement, or the expiration of~~ a ~~period~~gross ofsales ~~three~~price ~~years from the effective date~~ of ~~the Trust. The existence of the Trust may~~$182, ~~however~~000, ~~be extended for up to two additional one-year periods in the Trustee’s reasonable discretion~~000. 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.

On September 245, 2018, East Wacker ~~consummated~~and FSP Property Management LLC, as Trustee (the ~~sale~~“Trustee”), offormed the ~~Property~~Trust ~~with~~by ~~BCSP~~entering 8into ~~303~~the ~~Property~~Liquidating ~~LLC~~Trust Agreement (as amended, anthe ~~assignee~~“Trust Agreement”), for the creation and operation of ~~BCSP~~the 8FSP ~~Acquisition~~East Wacker Tenth Street Corp. Liquidating Trust. FSP Property Management LLC previously served as East Wacker’s asset manager and anis ~~unaffiliated~~a ~~third~~wholly-~~party~~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, including the payment of any liabilities, costs and expenses of East Wacker ~~for~~or the Trust. The Trust will terminate upon the earlier of the distribution of all of the Trust’s assets in accordance with the terms of the Trust Agreement, or the expiration of a ~~gross~~period ~~sale~~of ~~price~~three years from the effective date of ~~$182~~the Trust. The existence of the Trust may,~~000~~ however,~~000~~ 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.

1On September 24, 2018, East Wacker consummated the sale of the Property with BCSP 8 303 Property LLC, an assignee of BCSP 8 Acquisition LLC and an unaffiliated third-party, for a gross sale price of $182,000,000.

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 Stock 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.2

~~Although~~On September 25, 2018, East Wacker’s filed its certificate of dissolution ~~was~~ with the Secretary of State of the State of Delaware, which became effective on ~~September~~that 25date, and ~~2018,~~transferred ~~Section~~its ~~278~~remaining net assets (consisting primarily of ~~the~~cash) ~~General~~totaling ~~Corporation~~$161,412,676 ~~Law~~to ofthe Trust. Upon the ~~State~~transfer of the ~~Delaware~~assets ~~provides~~and ~~that~~liabilities to the Trust, East Wacker’s ~~existence~~ ~~continues~~stock ~~for~~records atwere ~~least~~closed, ~~three~~all ~~years~~of ~~after~~the ~~dissolution~~outstanding ~~for~~shares ~~limited~~of ~~purposes.~~East ~~Specifically~~Wacker’s Preferred Stock and Common Stock were cancelled, and each stockholder of East Wacker ~~will~~automatically ~~continue~~became tothe holder of one unit ~~exist~~of ~~for~~beneficial interest in the ~~purpose~~Trust for each one share of ~~prosecuting~~East ~~and~~Wacker’s ~~defending~~Preferred ~~suits,~~Stock ~~whether~~then ~~civil,~~currently ~~criminal~~held orof ~~administrative,~~record by such orstockholder. ~~against~~The ~~it,~~rights ~~and~~of ~~enabling East~~beneficiaries ~~Wacker~~in ~~gradually~~their tobeneficial ~~settle~~interests ~~and~~are ~~close~~not ~~its~~represented ~~business,~~by toany ~~dispose~~form of ~~and~~certificate ~~convey~~or ~~its~~other instrument. ~~property~~Stockholders of East Wacker on September 25, to2018 ~~discharge~~were ~~its~~not ~~liabilities~~required ~~and~~ to ~~distribute~~take any action to ~~its~~receive ~~stockholders~~units ~~any~~of ~~remaining~~beneficial interests. ~~assets,~~On ~~but~~the ~~not~~date ~~for~~of the ~~purpose~~conversion, the economic value of ~~continuing~~one unit of beneficial interest in the ~~business~~Trust ~~for~~was ~~which~~equivalent to the economic value of one share of East Wacker ~~was~~’s ~~organized~~Preferred Stock.

OnAlthough East Wacker’s dissolution was effective on September 25, 2018, ~~FSP~~Section ~~East Wacker~~278 ~~Drive~~of ~~LLC,~~the aGeneral ~~wholly-owned~~Corporation ~~subsidiary~~Law of the State of Delaware provides that East Wacker’s existence continues for at least three years after dissolution for limited purposes. Specifically, ~~filed~~East aWacker ~~certificate~~will ofcontinue ~~cancellation~~to exist ~~with~~for the ~~Secretary~~purpose of ~~State~~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 ~~State~~purpose of ~~Delaware,~~continuing ~~which~~the ~~became~~business ~~effective~~for ~~upon~~which ~~filing~~East Wacker was organized.

On September 25, 2018, ~~following the~~FSP ~~dissolution of~~ East Wacker, ~~the~~Drive ~~Trustee authorized~~LLC, ~~pursuant to the Trust Agreement, an initial liquidating distribution of~~ a ~~total~~wholly-owned ofsubsidiary ~~$158,015,000 to the beneficial unit holders~~ of ~~the~~East ~~Trust~~Wacker, ~~which~~filed ~~amount~~a ~~was~~certificate ~~to be apportioned pro rata according to the beneficial unit holders’ respective interest in the Trust as~~ of ~~September~~cancellation 25, 2018. The initial liquidating distribution was effected on September 27, 2018. After giving effect to the initial liquidating distribution, as of September 27, 2018, the Trust retained approximately $3,397,671 in assets, comprised of $1,793,853 in cash and cash equivalents, the right to receive up to $2,000,000 in escrow proceeds in accordance with the ~~terms~~Secretary of ~~the~~State ~~Purchase and Sale Agreement and related documents, and $104,581 in receivables, in order to wind up East Wacker’s affairs, resolve any claims and discharge any liabilities~~ of ~~East Wacker~~ ~~during East Wacker’s continued existence under~~ the ~~General Corporation Law of the~~ State of Delaware ~~as described above. As of September 27~~, ~~2018,~~which ~~the~~became ~~known~~effective ~~liabilities~~upon of East Wacker 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 costsfiling.

On ~~October~~September 1525, 2018, following the dissolution of East Wacker ~~filed~~, the Trustee authorized, pursuant to the Trust Agreement, an initial liquidating distribution of a ~~Form~~total 15of ~~with~~$158,015,000 to the ~~SEC~~beneficial unit holders of the Trust, which amount was to ~~terminate~~be apportioned pro rata according to the beneficial ~~registration~~unit holders’ respective interest in the Trust as of September 25, 2018. The initial liquidating distribution was effected on September 27, 2018. After giving effect to the initial liquidating distribution, as of September 27, 2018, the Trust retained approximately $3,397,671 in assets, comprised of $1,793,853 in cash and cash equivalents, the right to receive up to $2,000,000 in escrow proceeds in accordance with the terms of the Purchase and Sale Agreement and related documents, and $104,581 in receivables, in order to wind up East Wacker’s ~~Preferred~~affairs, ~~Stock~~resolve any claims and discharge any liabilities of East Wacker during East Wacker’s continued existence under the ~~Securities~~General ~~Exchange~~Corporation Law of the State of Delaware as described above. As ~~Act~~of September 27, 2018, the known liabilities of ~~1934~~East Wacker were estimated to be approximately $500,763, asprimarily ~~amended~~consisting (of accounts payable and accrued expenses, taxes and professional fees, and the ~~“Exchange~~Trust ~~Act”)~~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.

On ~~November~~October 1315, 2018, ~~the~~East ~~Trust~~Wacker ~~received~~filed a ~~no-action~~Form ~~letter~~15 ~~(the~~with ~~“No Action Letter”) from~~ the SEC ~~stating that the Trust would not be required~~ to ~~register the~~terminate ~~units of beneficial interests under~~ the ~~Exchange~~registration ~~Act if it operated as described in that letter. Pursuant to the No Action Letter and the Trust Agreement, the Trust’s activities are restricted to the liquidation~~ of ~~the assets and liabilities transferred by~~ East Wacker’s toPreferred ~~the~~Stock ~~Trust,~~under ~~and distributing~~ the ~~proceeds~~Securities ~~therefrom to the beneficiaries, and paying all liabilities, costs and~~Exchange ~~expenses~~Act of ~~East Wacker and the Trust. Under the No Action Letter~~1934, ~~the~~as ~~Trustee~~amended ~~agreed to file Annual Reports on Form 10-K with unaudited financial statements and Current Reports on Form 8-K upon~~ (the ~~occurrence~~“Exchange ~~of a material event relating to the Trust with the SEC~~Act”). The Trust is not required to file periodic reports on Form 10-Q, file proxy statements, or present its financial statements in an interactive format through the use of XBRL under the terms of the No Action Letter.

~~Distributions~~On November 13, 2018, the Trust received a no-action letter (the “No Action Letter”) from the SEC stating that the Trust would not be required to register the units of beneficial interests under the Exchange Act if it operated as described in that letter. Pursuant to the No Action Letter and the Trust Agreement, the Trust’s activities are restricted to 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 East Wacker and the Trust. Under the No Action Letter, the Trustee agreed to file Annual Reports on Form 10-K with unaudited financial statements and Current Reports on Form 8-K upon the occurrence of a material event relating to the Trust with the SEC. The Trust is not required to file periodic reports on Form 10-Q, file proxy statements, or present its financial statements in an interactive format through the use of XBRL under the terms of the No Action Letter.

The Plan of Dissolution provides that liquidating distributions will be made to the beneficiaries as determined by the Trustee. On September 27, 2018, the Trust effected the conveyance of the initial liquidating distribution to the holders of units of beneficial interest in the Trust of a total of $158,015,000 pursuant to the Plan of Dissolution.Distributions

~~Tax~~The ~~Treatment~~Plan of Dissolution provides that liquidating distributions will be made to the beneficiaries as determined by the Trustee. On September 27, 2018, the Trust effected the conveyance of the initial liquidating distribution to the holders of units of beneficial interest in the Trust of a total of $158,015,000 pursuant to the Plan of Dissolution. On April 3, 2019, the Trust effected the conveyance of the second liquidating distribution to the holders of units of beneficial interest in the Trust of a total of $2,763,000 pursuant to the Plan of Dissolution.

~~For~~Tax ~~Federal~~Treatment 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).

2For 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).

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.3

~~Segment~~The ~~Information~~Trust has issued an annual information statement to our beneficiaries with tax information for their 2019 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.

WeSegment doInformation ~~not report segment information.~~

~~Employees~~We do not report segment information.

~~We have no employees or executive officers. All of our work is performed by the Trustee directly or through contract services.~~Employees

3We have no employees or executive officers. All of our work is performed by the Trustee directly or through contract services.

~~Item 1A. Risk Factors~~4

~~Risk~~Item ~~associated with our liquidation~~1A. Risk Factors

InRisk ~~addition~~associated towith 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~~liquidation. ~~As 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.~~

WeIn ~~cannot~~addition ~~assure~~to ~~you~~other ofinformation in this annual report on Form 10-K, the ~~exact~~following ~~amount~~risk orfactors ~~timing~~should be carefully reviewed because such factors may have a significant impact on the execution of ~~any~~the Plan of Dissolution and the timing and amount of future ~~distribution~~liquidating distributions, if any, to our beneficial unit holders. As 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.

~~The~~We ~~liquidation~~cannot ~~and~~assure ~~dissolution~~you ~~process~~of isthe ~~subject to~~exact ~~numerous~~amount ~~uncertainties and may result in less than anticipated~~ or ~~no remaining capital available for future distribution to our beneficial unit holders. 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, 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.~~

WeThe ~~will~~liquidation ~~continue~~and dissolution process is subject to ~~incur~~numerous ~~liabilities~~uncertainties and ~~expenses that~~may ~~will~~result ~~reduce~~in ~~the~~less ~~amount~~than anticipated or no remaining capital available for future distribution ~~out~~to our beneficial unit holders. The precise nature, amount and timing of ~~the~~any ~~liquidation~~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.

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

IfLiabilities ~~our~~and ~~existing contingency reserve for payment of our~~ expenses ~~and~~from ~~liabilities is inadequate~~operations, ~~the~~such ~~amount~~as ~~available for distribution to beneficial unit holders could be reduced~~legal, oraccounting ifand ~~any~~investor ~~liability~~services ~~exceeds~~fees ~~our~~and ~~remaining~~other ~~assets~~operating expenses, ~~each~~will ~~beneficial~~continue ~~unit~~to ~~holder could~~ be ~~held~~incurred ~~liable~~as ~~for~~we ~~payment~~complete tothe ~~our~~Plan ~~creditors~~ of ~~his~~Dissolution. These orexpenses ~~her~~and ~~pro~~liabilities ~~rata~~will ~~share~~reduce ofthe ~~amounts~~amount ~~owed to creditors in excess~~ of ~~the Trust’s remaining~~ assets, upavailable tofor ~~the~~future ~~amount~~distribution ~~actually distributed~~ to ~~each such~~ beneficial unit ~~holder~~holders.

~~Although~~If ~~the~~our ~~liability~~existing ofcontingency ~~any~~reserve ~~beneficial~~for ~~unit holder~~payment ~~is limited to the amounts received by such beneficial unit holder, both as a stockholder~~ of ~~East~~our ~~Wacker,~~expenses and asliabilities ais ~~beneficiary of the Trust~~inadequate, ~~from either East Wacker or~~ the ~~Trust~~amount inavailable ~~the~~for ~~liquidation~~distribution ~~process,~~to abeneficial ~~beneficiary~~unit holders could be ~~required to return all distributions~~reduced, ~~previously~~or ~~made to such stockholder/beneficiary and receive nothing from us,~~ if ~~amounts~~any ~~required~~liability toexceeds ~~settle~~our ~~the Trust’s~~ remaining ~~liabilities~~ ~~exceed available~~ assets~~. Moreover~~, ineach ~~the~~beneficial ~~event~~unit aholder ~~stockholder/beneficiary~~could ~~has~~be ~~paid~~held ~~taxes~~liable onfor ~~amounts~~payment ~~previously~~to ~~received, a~~our ~~repayment~~ creditors of ~~all~~his or aher ~~portion~~pro rata share of ~~such~~amounts ~~amount~~owed ~~could~~to ~~result~~creditors in ~~the~~excess ~~beneficial~~of ~~unit holder incurring a net tax cost if~~ the ~~beneficial unit holder~~Trust’s ~~repayment~~remaining ofassets, anup ~~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~~amount actually ~~established~~distributed ~~by us, or our remaining assets will be adequate~~ to ~~cover~~each ~~all~~ such ~~expenses~~beneficial ~~and~~unit ~~liabilities~~holder.

WeAlthough ~~may~~the beliability ~~subject~~of any beneficial unit holder is limited to ~~final~~the ~~examinations~~amounts received by ~~taxing~~such beneficial unit holder, both as a stockholder of East Wacker, and as a beneficiary of ~~authorities~~the ~~across~~Trust, ~~various~~from ~~jurisdictions~~either East Wacker or the Trust in the liquidation process, ~~which~~a ~~may~~beneficiary ~~impact~~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 ~~that~~payable. While we ~~pay~~have endeavored to make adequate reserves for all known and contingent liabilities, there is no guarantee that the ~~ultimate~~reserves established ~~distributions~~by tous, or our ~~beneficiaries.~~ remaining assets will be adequate to cover all such expenses and liabilities.

~~The~~We Trust evaluates its probable exposures associated with the tax filing positions of both East Wacker and the Trust. At December 31, 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~~examinations by taxing authorities; ~~thus,~~across avarious ~~final~~jurisdictions, ~~determination~~which bymay impact the ~~taxing~~amount ~~authorities~~of ~~could~~taxes ~~increase or~~that ~~decrease~~we ~~amounts~~pay ofand ~~cash~~the ~~available~~ultimate ~~for~~distributions ~~distribution~~ to our ~~stockholders, perhaps significantly~~ beneficiaries.

AThe ~~Successor~~Trust ~~Trustee~~evaluates ~~may~~its ~~need~~probable toexposures ~~be appointed to~~associated ~~complete~~with the ~~Plan~~tax filing positions of ~~Dissolution~~both East Wacker and the Trust. At December 31, ~~which~~2019, ~~could~~the ~~delay~~Trust believes it has no such exposures, and accordingly has not accrued any such charges. Significant judgment is required in determining the ~~final~~Trust’s ~~distribution~~provision for income taxes payable, and ~~closing~~as ofa 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 ~~Trust~~Successor ~~Agreement provides that in the event of death, resignation or removal of the~~ Trustee, amay ~~successor~~need ~~trustee~~to ~~will~~ be appointed. ~~In such event, there may be a delay in the administration~~to ofcomplete the ~~Trust~~Plan ~~while~~of ~~the successor trustee is appointed and takes office~~Dissolution, which ~~may~~could delay the final ~~liquidating~~ distribution, ~~if any,~~ and ~~the~~closing ~~closure~~ of the Trust.

The Trust Agreement provides that in the event of death, resignation or removal of the Trustee, a successor trustee will be appointed. In such event, there may be a delay in the administration of the Trust while the successor trustee is appointed and takes office, which may delay the final liquidating distribution, if any, and the closure of the Trust

~~Item 1B. Unresolved Staff Comments~~5

~~None~~Item 1B. Unresolved Staff Comments

~~Item 2~~None. ~~Properties~~

~~Our~~Item ~~principal office is located at 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880~~2. Properties

~~Item~~Our ~~3. Legal~~principal office is located ~~Proceedings~~at 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880.

~~The~~Item ~~Trust~~3. orLegal ~~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.~~Proceedings

~~Item~~The ~~4. Mine~~Trust or the Trustee is not ~~Safety~~presently ~~Disclosures~~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.

~~Not~~Item ~~applicable~~4. Mine Safety Disclosures

5Not applicable.

~~PART II~~6

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

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

~~There~~Market is no public market for the units of beneficial interest in the FSP 303 East Wacker Drive Corp. Liquidating Trust. 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.Information

~~Beneficiaries~~There is no public market for the units of beneficial interest in the FSP 303 East Wacker Drive Corp. Liquidating Trust. 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.

AsBeneficiaries 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.

~~Dividends~~As of February 28, 2020, 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.

~~Distributions~~Dividends

OnDistributions September 27, 2018, following the dissolution of East Wacker, the 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’ respective interest in the Trust as of September 25, 2018.

~~Equity~~On ~~Compensation~~September 27, 2018, following the dissolution of East Wacker, the 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’ respective interest in the Trust as of September 25, 2018. On April 3, 2019, the Trust effected the conveyance of the second liquidating distribution to the holders of units of beneficial interest in the Trust of a total of $2,763,000 pursuant to the Plan ~~Information~~of Dissolution.

~~The~~Equity ~~Trust~~Compensation ~~has~~Plan ~~no equity compensation plans.~~Information

~~Item~~The ~~6. Selected Financial~~Trust ~~Data~~has no equity compensation plans.

~~Not~~Item ~~applicable~~6. Selected Financial Data

6Not applicable.

~~Item~~ 7~~. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~

AsItem ~~used~~7. inManagement’s ~~this~~Discussion ~~Annual~~and ~~Report~~Analysis onof ~~Form~~Financial ~~10-K,~~Condition ~~unless the context otherwise requires, the terms “we,” “us,” “our,”~~ and ~~“the~~Results ~~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~~Operations.~~, except where the context otherwise requires.~~

~~The~~As ~~following~~used ~~discussion~~in ~~should~~this Annual Report on Form 10-K, unless the context otherwise berequires, ~~read~~the interms ~~conjunction~~“we,” ~~with~~“us,” “our,” ~~condensed~~and ~~financial~~“the ~~statements~~Trust” ~~and~~refer ~~notes~~to ~~appearing~~the ~~elsewhere~~FSP in303 ~~this~~East Wacker ~~Form~~Drive ~~10-K~~Corp. ~~Such~~Liquidating ~~financial statements~~Trust ~~and~~. ~~information~~The ~~have~~use ~~been~~of ~~prepared~~“East Wacker” refers to ~~reflect~~FSP ~~our~~303 ~~net~~East ~~assets~~Wacker inDrive ~~liquidation~~Corp., except where the context otherwise requires.

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

~~This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.~~ Forward-~~looking~~Looking ~~statements~~Statements represent our current expectations, assumptions, estimates and projections about the FSP 303 East Wacker Drive Corp. Liquidating Trust. These forward-looking statements include estimates of the net assets of the Trust, statements about the amount and timing of the payment of additional liquidating distributions and statements about the Trust’s operating costs through termination of the Trust, which will vary with the length of time it operates. The forward-looking statements in this report are subject to a number of significant risks and uncertainties, and there can be no assurance that the expectations reflected in those statements will be realized or achieved. Such risks and uncertainties include, without limitation, the risk that the Trust may not be able to realize its current estimate of the net value of its assets; the risk that the Trust may have underestimated its obligations and liabilities, including without limitation, operating expenses incurred in connection with carrying out the Plan of Dissolution, liabilities and obligations of East Wacker or the Trust, discharge of any outstanding creditor claims, and the termination of the Trust. See Item 1A, “Risk Factors” for additional information regarding certain of these risks and uncertainties. In light of 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 date of this report. Except as required by applicable law, we do not intend to update or revise forward-looking statements contained in this report to reflect future events or circumstances.

~~History~~This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent our current expectations, assumptions, estimates and projections about the FSP 303 East Wacker Drive Corp. Liquidating Trust. These forward-looking statements include estimates of the net assets of the Trust, statements about the amount and timing of the payment of additional liquidating distributions and statements about the Trust’s operating costs through termination of the Trust, which will vary with the length of time it operates. The forward-looking statements in this report are subject to a number of significant risks and uncertainties, and there can be no assurance that the expectations reflected in those statements will be realized or achieved. Such risks and uncertainties include, without limitation, the risk that the Trust may not be able to realize its current estimate of the net value of its assets; the risk that the Trust may have underestimated its obligations and liabilities, including without limitation, operating expenses incurred in connection with carrying out the Plan of Dissolution, liabilities and obligations of East Wacker or the Trust, discharge of any outstanding creditor claims, and the termination of the Trust. See Item 1A, “Risk Factors” for additional information regarding certain of these risks and uncertainties. In light of 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 date of this report. Except as required by applicable law, we do not intend to update or revise forward-looking statements contained in this report to reflect future events or circumstances.

East Wacker ~~commenced~~purchased ~~operations~~the Property infrom an unaffiliated third party for $167,000,000 on January 5, 2007.

7On June 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.

~~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.~~

On September 245, 2018, East Wacker ~~consummated~~and FSP Property Management LLC, as Trustee (the ~~sale~~“Trustee”), offormed the ~~Property~~Trust ~~with~~by ~~BCSP~~entering 8into ~~303~~the ~~Property~~Liquidating ~~LLC~~Trust Agreement (as amended, anthe ~~assignee~~“Trust Agreement”), for the creation and operation of ~~BCSP~~the 8FSP ~~Acquisition,~~East Wacker Tenth Street Corp. Liquidating Trust. FSP Property Management LLC previously served as East Wacker’s asset manager and anis ~~unaffiliated~~a ~~third~~wholly-~~party~~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, including the payment of any liabilities, costs and expenses of East Wacker ~~for~~or the Trust. The Trust will terminate upon the earlier of the distribution of all of the Trust’s assets in accordance with the terms of the Trust Agreement, or the expiration of a ~~gross~~period ~~sale~~of ~~price~~three years from the effective date of ~~$182~~the Trust. The existence of the Trust may,~~000~~ however,~~000~~ 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.

On September 2524, 2018, East Wacker ~~filed~~consummated ~~its certificate of dissolution with~~ the ~~Secretary~~sale of ~~State of~~ the ~~State~~Property ofwith ~~Delaware,~~BCSP ~~which~~8 ~~became~~303 ~~effective~~Property ~~on that date~~LLC, ~~and~~ ~~transferred~~an ~~its~~assignee ~~remaining net assets (consisting primarily~~ of ~~cash)~~BCSP ~~totaling~~8 ~~$161~~Acquisition,~~412,676~~ toLLC ~~the Trust. Upon the transfer of the assets~~ and ~~liabilities~~an tounaffiliated ~~the Trust~~third-party, ~~East Wacker’s stock records were closed, all of the outstanding shares of East Wacker’s~~ ~~Preferred Stock 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~~a ~~one~~gross ~~share~~sale ofprice ~~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~~$182, ~~2018 were not required to take any action to receive units of beneficial interests. On the date of the conversion~~000, ~~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~~000.

On November 13, 2018, the Trust received a no-action letter (the “No Action Letter”) from the SEC stating that the Trust would not be required to register the units of beneficial interests under the Exchange Act if it operated as described in that letter. Pursuant to the No Action Letter and the Trust Agreement, the Trust’s activities are restricted to 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 East Wacker and the Trust. Under the No Action Letter, the Trustee agreed to file Annual Reports on Form 10-K with unaudited financial statements and Current Reports on Form 8-K upon the occurrence of a material event relating to the Trust with the SEC. The Trust is not required to file periodic reports on Form 10-Q, file proxy statements, or present its financial statements in an interactive format through the use of XBRL under the terms of the No Action Letter.

~~Liquidation Basis of Accounting and Plan of Dissolution~~ 9

~~The~~Liquidation ~~accompanying~~Basis ~~financial statements have been prepared on the liquidation basis~~ of ~~accounting.~~Accounting ~~Under the liquidation basis of accounting, assets are stated at their estimated net realizable values~~ and ~~liabilities~~Plan ~~are stated at their estimated settlement amounts. The precise nature, amount and timing~~ of ~~any~~Dissolution 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

~~Critical~~The ~~Accounting~~accompanying ~~Policies~~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.

~~Although~~Critical ~~our~~Accounting ~~financial statements~~Policies and accompanying notes are prepared without audit, they continue to be prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable sections of Regulation S-X promulgated by the SEC. The preparation of these financial statements requires us to use estimates and assumptions that affect reported amounts of assets and liabilities. These estimates are subject to known and unknown risks, uncertainties and other factors that could materially impact the amounts reported and disclosed in the financial statements. We believe the following to be among the most critical judgment areas in the application of our accounting policies.

~~Liquidation~~Although ~~Basis~~our financial statements and accompanying notes are prepared without audit, they continue to be prepared in accordance with accounting principles generally accepted in the United States of ~~Accounting~~America (“GAAP”) and applicable sections of Regulation S-X promulgated by the SEC. The preparation of these financial statements requires us to use estimates and assumptions that affect reported amounts of assets and liabilities. These estimates are subject to known and unknown risks, uncertainties and other factors that could materially impact the amounts reported and disclosed in the financial statements. We believe the following to be among the most critical judgment areas in the application of our accounting policies.

~~The~~Liquidation ~~liquidation~~Basis ~~basis~~ of ~~accounting~~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.~~

~~Use~~The liquidation basis of ~~Estimates~~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.

~~The~~Use ~~preparation~~ of ~~financial~~Estimates statements in conformity with GAAP requires 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 financial statements. The liquidation basis of accounting requires us to make assumptions, judgments and estimates that can have a significant impact on our reported net assets in liquidation. We base our assumptions, judgments and estimates on the most recent information available and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. Any increases in the amount of estimated costs to be incurred during liquidation or decreases in the estimated realizable value of assets will reduce the amount of net assets available for ultimate distribution to the trust beneficiaries

OnThe apreparation ~~regular~~of ~~basis,~~financial ~~we evaluate~~statements ~~our~~in ~~assumptions,~~conformity ~~judgments~~with ~~and~~GAAP ~~estimates~~requires ~~and~~management to make ~~changes~~estimates ~~accordingly.~~and ~~Under~~assumptions that affect the ~~liquidation~~reported ~~basis~~amounts of ~~accounting,~~assets weand ~~accrue for~~liabilities ~~the~~and ~~estimated~~disclosure ~~remaining~~of ~~costs~~contingent toassets beand ~~incurred~~liabilities ~~during~~at ~~liquidation,~~the ~~including~~date ~~expenses~~ of the ~~Trustee,~~financial ~~legal~~statements. ~~expenses,~~The liquidation basis of accounting ~~expenses,~~requires ~~tax~~us ~~expenses,~~to ~~contractor~~make ~~services~~assumptions, judgments and ~~miscellaneous~~estimates ~~other~~that ~~expected~~can ~~future~~have ~~costs.~~a Assignificant ofimpact ~~December~~on ~~31,~~our ~~2018,~~reported ~~such~~net ~~costs were~~assets ~~estimated~~in atliquidation. We ~~approximately~~base ~~$276~~our assumptions,~~000.~~ ~~Our~~judgments and estimates ~~are~~on ~~based~~the onmost ~~assumptions~~recent ~~regarding~~information ~~costs~~available toand bevarious ~~incurred~~other infactors ~~executing~~that ~~the~~we believe ~~Plan~~to ofbe ~~Dissolution~~reasonable under the circumstances. IfActual ~~there~~results ~~are~~could ~~delays~~differ inmaterially ~~executing~~from these estimates under different assumptions or conditions. Any increases in the ~~Plan~~amount of ~~Dissolution,~~estimated ~~actual~~ costs to be incurred during liquidation ~~may~~or ~~increase,~~decreases in the estimated realizable ~~reducing~~value of assets will reduce the amount of net assets available infor ~~liquidation~~ultimate distribution to the trust beneficiaries.

~~Net~~On ~~Assets~~a inregular ~~Liquidation~~basis, we evaluate our assumptions, judgments and estimates and make changes accordingly. Under the liquidation basis of accounting, we accrue for ~~Changes~~the estimated remaining costs to be incurred during liquidation, including expenses of the Trustee, legal expenses, accounting expenses, tax expenses, contractor services, and miscellaneous other expected future costs. As of December 31, 2019 and 2018, such costs were estimated at approximately $276,000. Our estimates are based on assumptions regarding costs to be incurred in ~~Net~~executing the ~~Assets~~Plan of Dissolution. If there are delays in ~~Liquidation~~executing the Plan of Dissolution, actual costs incurred during liquidation may increase, reducing net assets available in liquidation.

OnNet ~~September~~Assets ~~24,~~in ~~2018,~~Liquidation ~~the remaining~~and ~~net~~Changes ~~assets~~in ofNet ~~East~~Assets ~~Wacker,~~in ~~totaling~~Liquidation ~~$161,413,000, were transferred to the Trust.~~

On September 24, 2018, the remaining net assets of East Wacker, totaling $161,413,000, were transferred to the Trust. As of December 31, 2018, net assets in liquidation of the Trust totaled $3,~~398~~098,000~~, as follows:~~.

~~Assets~~As of December 31, 2019, net assets in liquidation of the Trust totaled $508,000, as follows:

AsAssets of December 31, 2018, the Trust retained approximately $3,682,000 in assets, comprised of $1,653,000 in cash and cash equivalents, the right to receive up to $2,000,000 in escrow proceeds in accordance with the terms of the Purchase and Sale Agreement and related documents, and $29,000 in receivables. The Purchase and Sale Agreement required East Wacker to deposit $2,000,000 in an escrow account held by a title company for a period of six months from the closing of the sale of the Property on September 24, 2018 as security for any claim made by the buyer for breach of any of East Wacker’s representations in the Purchase and Sale Agreement. 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.

9As of December 31, 2019 and 2018, the Trust retained approximately $989,000 and $3,682,000 in assets, respectively. As of December 31, 2019, the approximately $989,000 in assets consisted of $987,000 of cash and cash equivalents and $2,000 in receivables. As of December 31, 2018,the approximately $3,682,000 in assets consisted of $1,653,000 in cash and cash equivalents, the right to receive up to $2,000,000 in escrow proceeds in accordance with the terms of the Purchase and Sale Agreement and related documents, and $29,000 in receivables. The Purchase and Sale Agreement required East Wacker to deposit $2,000,000 in an escrow account held by a title company for a period of six months from the closing of the sale of the Property on September 24, 2018 as security for any claim made by the buyer for breach of any of East Wacker’s representations in the Purchase and Sale Agreement. All of these funds were returned to the Trust on March 25, 2019.

~~Liabilities~~ 10

AsLiabilities of December 31, 2018, the Trust retained approximately $308,000 in liabilities, comprised of accounts payable, accrued expenses, taxes and professional fees and the Trust has estimated that it will incur approximately $276,000 in costs related to the liquidation, including legal expenses, accounting expenses, tax reporting expenses, contractor services, and miscellaneous other expected future costs.

~~Statement~~As of ~~Operations~~December 31, 2019 and 2018, the Trust retained approximately $205,000 and $308,000 in liabilities, respectively, comprised of accounts payable, accrued expenses, taxes and professional fees and the Trust has estimated that it will incur approximately $276,000 in costs related to the liquidation, including legal expenses, accounting expenses, tax reporting expenses, contractor services, and miscellaneous other expected future costs.

~~The~~Statement ~~financial statements~~ of ~~the Trust~~Operations 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.

~~Changes~~The infinancial ~~Net~~statements ~~Assets~~of ~~(In~~the Trust ~~thousands,~~are ~~except~~prepared ~~units~~on ~~outstanding):~~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.

	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

Changes in Net Assets (In thousands, except units outstanding):

For the period September 25, 2018 to December 31, 2018

	December 31,		December 31,
	2019		2018
Net assets in liquidation	$	508	$	3,098
Number of beneficial units outstanding at each respective date		2,210		2,210
Net asset value per unit	$	0.23	$	1.40

~~Net~~Comparison ~~assets~~of inthe ~~liquidation~~year ~~decreased~~ended ~~$158,315,000~~December ~~or $72~~31,~~000~~ ~~per~~2019 ~~unit,~~to ~~during~~ the period September 25, 2018 to December 31, 2018. The decrease in our net assets in liquidation is the result of 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.

~~Liquidity~~Net ~~and~~assets ~~Capital~~in ~~Resources~~liquidation decreased $2,590,000, or $1,172 per unit, during the year ended December 31, 2019. The decrease in our net assets in liquidation is the result of the Trustee having authorized, pursuant to the Trust Agreement, a second liquidating distribution of a total of $2,763,000 to the beneficial unit holders of the Trust that was paid on April 3, 2019. The decrease from distribution was offset by the adjustments from the estimate of trust expenses of $173,000 in 2019.

WeNet ~~believe~~assets ~~that~~in ~~our~~liquidation ~~cash~~decreased $158,315,000 or ~~and~~$72,000 ~~cash~~per ~~equivalents~~unit, ~~balance~~during ofthe ~~approximately~~period $1September 25,~~653,000~~ ~~should~~2018 ~~provide~~to ~~sufficient~~December ~~liquidity~~31, to2018. ~~meet~~The decrease in our ~~cash~~net ~~needs~~assets ~~during~~in liquidation is the ~~next~~result ~~twelve~~of ~~months~~the ~~from~~Trustee ~~December~~having 31authorized, ~~2018.~~pursuant ~~While~~to wethe ~~anticipate~~Trust ~~that~~Agreement, ~~our~~an ~~existing~~initial ~~cash~~liquidating ~~and~~distribution ~~cash~~of ~~equivalents~~a ~~balance~~total ~~will~~of ~~be sufficient~~$158,015,000 to ~~fund~~the ~~our~~beneficial ~~cash~~unit ~~needs~~holders ~~for~~of ~~expenses~~the ~~related~~Trust, towhich ~~completion~~amount ofwas ~~the~~to ~~Plan~~be ofapportioned ~~Dissolution~~pro ~~for~~rata ~~the~~according ~~next~~to ~~twelve~~the ~~months,~~beneficial weunit ~~can provide~~holders’ norespective ~~assurances~~interest ~~that~~in ~~this~~the ~~will~~Trust beas ~~the~~of ~~case~~September 25, 2018.

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

~~Off~~We ~~Balance~~believe ~~Sheet~~that ~~Arrangements~~our cash and cash equivalents balance of approximately $987,000 should provide sufficient liquidity to meet our cash needs during the next twelve months from December 31, 2019. 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 Plan of Dissolution for the next twelve months, we can provide no assurances that this will be the case.

AsAt of December 31, ~~2018~~2019, weour ~~did~~cash ~~not~~and ~~have~~cash ~~any~~equivalents ~~off-balance~~were ~~sheet~~held ~~arrangements~~in orbank ~~other~~deposit ~~contractually narrow or limited purpose arrangements~~accounts. AsWe ~~such,~~expect weto ~~are~~continue ~~not exposed~~ to ~~any~~hold ~~financing,~~our ~~liquidity,~~cash ~~market~~and orcash ~~credit~~equivalents ~~risk~~primarily in ~~that~~bank ~~could~~deposit ~~arise~~accounts ifwhile we ~~had~~execute ~~engaged~~the inPlan ~~such~~of ~~relationships~~Dissolution.

~~Obligations~~Off ~~and~~Balance ~~Commitments~~Sheet Arrangements

~~Our~~As ~~contractual obligations and commitments as~~ of December 31, ~~2018~~2019, ~~are~~we ~~reported~~did not inhave ~~the~~any ~~statements~~off-balance ofsheet ~~net~~arrangements ~~assets~~or inother ~~liquidation~~contractually asnarrow ~~estimated~~or ~~costs~~limited topurpose ~~be incurred during liquidation~~arrangements. ~~Obligations~~As ~~and~~such, ~~commitments~~we ofare ~~the~~not exposed ~~Trust~~to ~~include~~any ~~the~~financing, ~~Trust Agreement~~liquidity, ~~the~~market ~~purchase~~or ~~and~~credit ~~sale~~risk ~~agreement~~that ~~relating to~~could ~~the~~arise ~~sale~~if ofwe ~~the~~had ~~Property,~~engaged ~~and~~in ~~all~~such ~~banking arrangements~~relationships.

10Obligations and Commitments

~~Item~~Our ~~7A. Quantitative~~contractual obligations and commitments as of December 31, 2019 are reported in the statements of net assets in liquidation as estimated costs to be incurred during liquidation. Obligations and ~~Qualitative~~commitments ~~Disclosure~~of ~~About~~the ~~Market~~Trust ~~Risk~~include the Trust Agreement, the purchase and sale agreement relating to the sale of the Property, and all banking arrangements.

~~Not applicable.~~11

Item 87A. ~~Financial Statements~~ Quantitative and ~~Supplementary~~Qualitative ~~Data~~Disclosure About Market Risk

~~See~~Not ~~Part IV, Item 15~~applicable.

Item 98. ~~Changes in~~ ~~and~~Financial ~~Disagreements~~Statements ~~With Accountants on Accounting~~ and ~~Financial~~Supplementary ~~Disclosure~~Data

~~Not~~See ~~applicable~~Part IV, Item 15.

Item 9A9. ~~Controls~~ Changes in and ~~Procedures~~Disagreements With Accountants on Accounting and Financial Disclosure Not applicable.

~~Disclosure~~Item 9A. Controls and Procedures

~~(a) Evaluation~~Disclosure ofControls ~~disclosure controls~~ and 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 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. Procedures

As(a) ~~required~~Evaluation byof ~~Rules~~disclosure ~~13a-15(b)~~controls and ~~15d-15(b)~~procedures. ofPursuant to the ~~Exchange~~No-Action ~~Act~~Letter, anwe ~~evaluation~~maintain asdisclosure ofcontrols ~~December~~and ~~31,~~procedures that ~~2018~~are ~~was~~designed ~~conducted~~to byensure ~~our~~that ~~Trustee of~~information ~~the~~required ~~effectiveness~~to ofbe disclosed in our ~~disclosure~~reports ~~controls~~under ~~and~~the ~~procedures~~Securities ~~(as~~Exchange ~~defined~~Act inof ~~Rules~~1934, as ~~13a-15~~amended, (ethe “Exchange Act”), is recorded, processed, summarized and ~~15d-15(e)~~reported ~~under~~within the ~~Exchange~~time periods specified ~~Act).~~in ~~Based~~the onrules ~~this~~and ~~evaluation~~forms, ~~our~~and ~~Trustee concluded~~ that ~~our~~such ~~disclosure~~information ~~controls~~is accumulated and ~~procedures~~communicated to the Trustee, as ofin ~~September~~the ~~30,~~case ~~2014~~when ~~were~~outside contract ~~effective~~services ~~for~~are ~~the~~used ~~purposes~~and ~~stated~~as ~~above~~appropriate, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15(b) ~~Management’s~~ ~~Report~~and on15d-15(b) ~~Internal~~of ~~Control~~the ~~over~~Exchange ~~Financial~~Act, ~~Reporting.~~an ~~The~~evaluation ~~Trustee~~as isof ~~responsible~~December ~~for~~31, ~~establishing~~2019 ~~and~~was ~~maintaining~~conducted by our Trustee ~~adequate~~of ~~internal~~the ~~control~~effectiveness ~~over~~of ~~financial~~our ~~reporting,~~disclosure ascontrols ~~such~~and ~~term~~procedures is(as defined in Rules 13a-15(fe) and 15d-15(fe) under the Exchange Act). Based on ~~the~~this evaluation ~~of the Trustee~~, our Trustee concluded that our ~~internal~~disclosure ~~control~~controls ~~over~~and ~~financial~~procedures ~~reporting was effective~~ as of December 31, ~~2018~~2019 were effective for the purposes stated above.

(cb) ~~Changes~~Management’s inReport ~~internal~~on ~~control~~Internal Control over ~~financial~~Financial ~~reporting~~Reporting. ~~There~~The ~~were~~Trustee nois ~~changes~~responsible infor ~~our~~establishing and maintaining adequate internal control over financial reporting ~~that~~, ~~occurred~~as ~~during~~such ~~the~~term ~~quarter~~is ~~ended~~defined ~~December~~in ~~31,~~Rules ~~2018,~~13a-15(f) ~~that~~and ~~have~~15d-15(f) ~~materially~~under ~~affected,~~the orExchange Act. ~~are~~Based ~~reasonably~~on ~~likely~~the toevaluation ~~materially affect~~of the Trustee, our Trustee concluded that our internal control over financial reporting was effective as of December 31, 2019.

~~The Trustee’s~~(c) ~~assessment~~Changes ofin ~~the~~internal ~~effectiveness~~control ofover financial reporting. There were no changes in our internal ~~controls~~control over financial reporting that ~~was~~occurred ~~not~~during ~~audited.~~the ~~The~~year ~~Trustee’s~~ended ~~report~~December ~~is not~~31, ~~subject~~2019, tothat ~~attestation~~have ~~pursuant~~materially toaffected, ~~the~~or ~~rules~~are ofreasonably ~~the~~likely ~~Securities~~to ~~and~~materially ~~Exchange~~affect, our ~~Commission~~internal control over financial reporting.

~~Item~~The 9BTrustee’s assessment of the effectiveness of our internal controls over financial reporting was not audited. ~~Other~~ The Trustee’s report is ~~Information~~not subject to attestation pursuant to the rules of the Securities and Exchange Commission.

~~Not~~Item ~~applicable~~9B. Other Information

11Not applicable.

~~PART III~~12

~~Item~~PART ~~10. Directors, Executive Officers and Corporate Governance~~III

AsItem of10. ~~December 31~~Directors, ~~2018,~~Executive weOfficers ~~have no directors or executive officers. The Trustee manages the business affairs~~ and ~~assets~~Corporate ~~of the Trust.~~Governance

~~Responsibilities~~As of ~~our~~December 31, 2019, we have no directors or executive officers. The Trustee manages the business affairs and assets of the Trust.

~~The~~Responsibilities 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.~~

~~Audit~~The ~~Committee~~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.

~~The~~Audit ~~Trust~~Committee ~~does not have an audit committee or other committee that performs similar functions and, consequently, has not designated an audit committee financial expert.~~

~~Sections~~The ~~16(a)~~Trust ~~Beneficial~~does ~~Ownership~~not ~~Reporting~~have an ~~Compliance~~audit committee or other committee that performs similar functions and, consequently, has not designated an audit committee financial expert.

~~Not~~Sections ~~Applicable.~~16(a) Beneficial Ownership Reporting Compliance

~~Code~~Not ~~of Ethics~~Applicable.

WeCode ~~have 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.Ethics

~~Item~~We 11have 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. ~~Executive~~ Our Trustee intends to promote honest and ethical conduct, full and fair disclosure in our reports to ~~Compensation~~the SEC, and compliance with applicable governmental laws and regulations.

AsItem ~~of December 31, 2018, we have no directors or executive officers~~11. ~~The~~Executive ~~Trustee manages the business affairs and assets of the Trust. The Trustee does not receive any compensation.~~Compensation

~~Item~~As ~~12. Security~~of December 31, 2019, we have ~~Ownership~~no ofdirectors ~~Certain~~or ~~Beneficial~~executive ~~Owners~~officers. ~~and~~The ~~Management~~Trustee manages the business affairs and ~~Related~~assets ~~Stockholder~~of ~~Matters~~the Trust. The Trustee does not receive any compensation.

~~Principal~~Item ~~Beneficiaries~~12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

~~There~~Principal is no public market for the units of beneficial interest in the Trust. 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 $161,413,000 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 Stock 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 units 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 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.Beneficiaries

~~Equity~~There ~~Compensation~~is ~~Plan~~no ~~Information~~public market for the units of beneficial interest in the Trust. 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 $161,413,000 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 Stock 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 units 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 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.

~~The~~Equity ~~Trust~~Compensation ~~does~~Plan ~~not have any equity compensation plans.~~Information

12The Trust does not have any equity compensation plans.

~~Item~~ 13~~. Certain Relationships and Related Transactions and Director Independence~~

~~The~~Item ~~Trustee~~13. ~~manages~~Certain ~~our~~Relationships ~~day-to-day business affairs~~ and ~~assets.~~Related ~~Prior~~Transactions toand ~~the~~Director ~~sale of the Property on September 24, 2018, the Trustee provided asset management services to East Wacker. The Trustee is a wholly-owned subsidiary of Franklin Street.~~Independence

~~Trust~~The ~~Agreement~~Trustee manages our day-to-day business affairs and assets. Prior to the sale of the Property on September 24, 2018, the Trustee provided asset management services to East Wacker. The Trustee is a wholly-owned subsidiary of Franklin Street.

~~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 Drive Corp. Liquidating Trust. The Trustee does not receive any compensation.~~

On September 5, 2018, East Wacker and FSP Property Management LLC, as Trustee ~~Indemnification~~(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.

~~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 (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.Indemnification

~~Investor~~Pursuant ~~Services~~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 (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.

~~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 organization, (b) East Wacker’s acquisition of the Property and (c) 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.

~~Item~~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. ~~Principal~~ FSP Investments LLC is a wholly-owned subsidiary of Franklin Street. FSP Investments LLC acted as a real estate investment ~~Accounting~~firm ~~Fees~~and broker/dealer with respect to (a) East Wacker’s organization, (b) East Wacker’s acquisition of the Property and ~~Services~~(c) 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.

~~Not~~Item ~~applicable~~14. Principal Accounting Fees and Services

13Not applicable.

~~PART IV~~14

~~Item~~PART ~~15. Exhibits, Financial Statement Schedules~~IV

~~(a)(1) Financial~~Item ~~Statements~~15. ~~and~~Exhibits, Financial Statement Schedules.

	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

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

(a)(2) Financial Statement Schedules:

		Page
Unaudited Statement of Net Assets in Liquidation as of December 31, 2019 and 2018		15
Unaudited Statement of Changes in Net Assets in Liquidation for the year ended December 31, 2019 and for the period September 25, 2018 to December 31, 2018		16
Notes to Unaudited Financial Statements		17

~~All~~(a)(2) ~~schedules~~Financial ~~have~~Statement ~~been~~Schedules: ~~omitted as the required information is inapplicable or the information is presented in the unaudited financial statements or related notes.~~

~~(a)(3)~~All ~~Exhibits:~~schedules have been omitted as the required information is inapplicable or the information is presented in the unaudited financial statements or related notes.

~~The exhibits listed on the Exhibit Index~~ (~~following the signatures section of this report~~a)(3) ~~are~~Exhibits: ~~included, or incorporated by reference, in this annual report.~~

The exhibits listed on the Exhibit Index (bfollowing the signatures section of this report) ~~Exhibits:~~are included, or incorporated by reference, in this annual report.

~~See item 15~~(ab)~~(3)~~ ~~above.~~Exhibits:

See item 15(ca)(3) ~~Financial Statement Schedules:~~above.

~~All~~(c) ~~schedules~~Financial ~~have~~Statement ~~been omitted as the required information is inapplicable or the information is presented in the unaudited financial statements or related notes.~~Schedules:

14All schedules have been omitted as the required information is inapplicable or the information is presented in the unaudited financial statements or related notes.

~~FSP East Wacker Drive Corp. Liquidating Trust~~15

~~Statement~~FSP ofEast ~~Net~~Wacker ~~Assets~~Drive inCorp. ~~Liquidation~~Liquidating Trust

AsStatement of ~~December~~Net ~~31,~~Assets ~~2018~~in Liquidation

(in thousands, unaudited)

Assets
	December 31,
Cash and cash equivalents	$	1,653
Assets	2019		2018
Restricted Cash		2,000
Cash and cash equivalents	$	987	$	1,653
Receivables and other assets		29
Restricted Cash		—		2,000
		3,682
Receivables and other assets		2		29
Liabilities
		989		3,682
Accounts payable and accrued expenses	$	308
Liabilities
Costs to be incurred during liquidation		276
Accounts payable and accrued expenses	$	205	$	308
		584
Costs to be incurred during liquidation		276		276
Net Assets in Liquidation	$	3,098
		481		584
Net Assets in Liquidation	$	508	$	3,098

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

1516

FSP East Wacker Drive Corp. Liquidating Trust

~~Statement~~Statements of Changes in Net Assets in Liquidation

For the ~~Period~~Year ~~September~~ended ~~25, 2018 to~~ December 31, ~~2018~~2019 and

~~(in~~For ~~thousands~~the Period September 25, ~~unaudited)~~2018 to December 31, 2018

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

(in thousands, unaudited)

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

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 in 2018		(158,015	)

Net Assets in liquidation, December 31, 2018		3,098

Amount of authorized distribution in 2019		(2,763	)
Adjustments to estimates of trust expenses		173

Net Assets in liquidation, December 31, 2019	$	508

16The accompanying notes are an integral part of this unaudited financial statement.

~~FSP East Wacker Drive Corp. Liquidating Trust Notes to Unaudited Financial Statements~~ 17

~~Note~~FSP 1East Wacker Drive Corp. ~~Description~~Liquidating ofTrust Notes ~~Business~~to Unaudited Financial Statements

AsNote ~~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~~1. ~~Liquidating Trust. The use~~ Description of ~~“East~~Business ~~Wacker” refers to FSP 303 East Wacker Drive Corp., except where the context otherwise requires.~~

OnAs ~~September~~used 5,in ~~2018,~~this ~~East~~Annual ~~Wacker~~Report ~~and~~on ~~FSP~~Form ~~Property Management LLC~~10-K, asunless ~~Trustee (~~the ~~“Trustee”),~~context ~~formed~~otherwise ~~the~~requires, ~~Trust by entering into~~ the ~~Liquidating~~terms ~~Trust Agreement~~“we,” ~~(as~~“us,” ~~amended~~“our,” ~~the~~and “the Trust ~~Agreement~~”), ~~for~~refer ~~the~~to ~~creation and operation of~~ the FSP 303 East Wacker ~~Tenth~~Drive ~~Street~~ Corp. Liquidating Trust . ~~FSP~~The ~~Property~~use ~~Management~~of ~~LLC previously served as~~ “East Wacker’s” ~~asset~~refers ~~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~~FSP ~~East~~303 ~~Wacker to the Trust and the administration thereof, including the payment of any liabilities, costs and expenses of~~ East Wacker or ~~the~~Drive ~~Trust~~Corp. ~~The Trust will terminate upon the earlier of 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 bywhere ~~will, intestate succession or by operation of law. Any beneficial interests in~~ the ~~Trust~~context ~~transferred~~otherwise ~~by will, intestate succession or by operation of law will thereafter be subject to such transfer restrictions~~requires.

On September 255, 2018, East Wacker ~~filed~~and ~~its~~FSP ~~certificate~~Property ofManagement ~~dissolution~~LLC, ~~with~~as Trustee (the ~~Secretary~~“Trustee”), offormed ~~State of~~ the ~~State~~Trust ofby ~~Delaware,~~entering ~~which~~into ~~became~~the ~~effective~~Liquidating onTrust Agreement ~~that~~(as ~~date~~amended, ~~and~~ ~~transferred~~the ~~its~~“Trust ~~remaining~~Agreement”), ~~net~~for ~~assets~~the ~~(consisting~~creation ~~primarily~~and operation of ~~cash)~~the ~~totaling~~FSP ~~$161,412,676~~East toWacker ~~the~~Tenth ~~Trust~~Street Corp. Liquidating ~~Upon~~Trust ~~the~~. ~~transfer~~FSP ~~of the~~Property ~~assets~~Management ~~and~~LLC ~~liabilities~~previously toserved ~~the~~as ~~Trust,~~ East Wacker’s ~~stock~~asset ~~records~~manager ~~were~~and ~~closed,~~is ~~all~~a wholly-owned subsidiary of ~~the~~Franklin ~~outstanding~~Street. ~~shares~~The ~~of East Wacker~~Trust’s ~~preferred~~ ~~and~~activities ~~common~~are ~~stock~~restricted ~~were~~to ~~cancelled,~~the conservation and ~~each~~protection ~~stockholder~~ of the assets transferred by East Wacker ~~automatically~~to ~~became~~the Trust and the ~~holder~~administration thereof, including the payment of ~~one~~any ~~unit~~liabilities, costs and expenses of ~~beneficial~~East Wacker ~~interest~~or in the Trust. ~~for~~The ~~each~~Trust ~~one~~will ~~share~~terminate ofupon ~~East~~the ~~Wacker’s~~earlier ~~preferred~~of ~~stock~~the ~~then~~distribution ~~currently~~of ~~held~~all of ~~record~~the byTrust’s ~~such~~assets ~~stockholder.~~in accordance with ~~The~~the ~~rights~~terms of ~~beneficiaries~~the inTrust ~~their~~Agreement, ~~beneficial~~or ~~interests~~the ~~are~~expiration ~~not~~of ~~represented~~a byperiod ~~any~~of ~~form~~three ofyears ~~certificate~~from orthe ~~other~~effective ~~instrument~~date of the Trust. ~~Stockholders~~The existence of ~~East~~the ~~Wacker~~Trust onmay, ~~September 25~~however, ~~2018~~be ~~were~~extended ~~not~~for ~~required~~up to ~~take~~two ~~any~~additional ~~action~~one-year toperiods ~~receive~~in ~~units~~the ofTrustee’s reasonable discretion. The beneficial interests. Onin the ~~date of~~Trust ~~the~~are ~~conversion,~~not ~~the~~transferable ~~economic~~except ~~value~~by ofwill, ~~one~~intestate ~~unit~~succession or by operation of ~~beneficial~~law. ~~interest~~Any beneficial interests in the Trust ~~was~~transferred ~~equivalent~~by towill, ~~the~~intestate ~~economic~~succession ~~value~~or ofby ~~one share~~operation of ~~East~~law ~~Wacker’s~~will ~~preferred~~thereafter ~~stock~~be subject to such transfer restrictions.

~~Although~~On September 25, 2018, East Wacker’s filed its certificate of dissolution ~~was~~ with the Secretary of State of the State of Delaware, which became effective on ~~September~~that 25date, and ~~2018,~~transferred ~~Section~~its ~~278~~remaining net assets (consisting primarily of ~~the~~cash) ~~General~~totaling ~~Corporation~~$161,412,676 ~~Law~~to ofthe Trust. Upon the ~~State~~transfer of the ~~Delaware~~assets ~~provides~~and ~~that~~liabilities to the Trust, East Wacker’s ~~existence~~ ~~continues~~stock ~~for~~records atwere ~~least~~closed, ~~three~~all ~~years~~of ~~after~~the ~~dissolution~~outstanding ~~for~~shares ~~limited~~of ~~purposes.~~East ~~Specifically~~Wacker’s preferred and common stock were cancelled, and each stockholder of East Wacker ~~will~~automatically ~~continue~~became tothe holder of one unit of beneficial ~~exist~~interest ~~for~~in the ~~purpose~~Trust for each one share of ~~prosecuting~~East ~~and~~Wacker’s ~~defending~~preferred ~~suits,~~stock ~~whether~~then ~~civil,~~currently ~~criminal~~held orof ~~administrative,~~record by orsuch ~~against~~stockholder. The ~~it,~~rights ~~and~~of ~~enabling East~~beneficiaries ~~Wacker~~in ~~gradually~~their tobeneficial ~~settle~~interests ~~and~~are ~~close~~not ~~its~~represented ~~business,~~by toany ~~dispose~~form of ~~and~~certificate ~~convey~~or ~~its~~other ~~property~~instrument. Stockholders of East Wacker on September 25, to2018 ~~discharge~~were ~~its~~not ~~liabilities~~required ~~and~~ to ~~distribute~~take any action to ~~its~~receive ~~stockholders~~units ~~any~~of ~~remaining~~beneficial ~~assets,~~interests. ~~but~~On ~~not~~the ~~for~~date of the ~~purpose~~conversion, the economic value of ~~continuing~~one unit of beneficial interest in the ~~business~~Trust ~~for~~was ~~which~~equivalent to the economic value of one share of East Wacker ~~was~~’s ~~organized~~preferred stock.

~~Note~~Although 2East 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. ~~Summary~~Specifically, East Wacker will continue to exist for the purpose of ~~Significant~~prosecuting ~~Accounting~~and defending suits, whether civil, criminal or administrative, by or against it, and enabling ~~Policies~~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.

~~Basis~~Note 2. Summary of Significant Accounting Policies

~~The~~Basis ~~liquidation basis~~ of ~~accounting~~Accounting was adopted by East Wacker in executing the Plan of Complete Dissolution and Liquidation (the “Plan of Dissolution”) for all periods subsequent to September 25, 2018, and will continue as the basis of accounting for the Trust. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values and liabilities are stated at their estimated settlement amounts. Claims, liabilities and future expenses for operation of the Liquidating Trust will continue to be incurred until the Trust is terminated.

~~Use~~The liquidation basis of ~~Estimates~~accounting was adopted by East Wacker in executing the Plan of Complete Dissolution and Liquidation (the “Plan of Dissolution”) for all periods subsequent to September 25, 2018, and will continue as the basis of accounting for the Trust. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values and liabilities are stated at their estimated settlement amounts. Claims, liabilities and future expenses for operation of the Liquidating Trust will continue to be incurred until the Trust is terminated.

~~The~~Use ~~preparation~~ of ~~financial~~Estimates statements in accordance with GAAP and under the liquidation basis of accounting requires us to make estimates and judgments that affect the reported amounts 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.

17The preparation of financial statements in accordance with GAAP and under the liquidation basis of accounting requires us to make estimates and judgments that affect the reported amounts 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.

~~FSP East Wacker Drive Corp. Liquidating Trust Notes to Unaudited Financial Statements~~18

~~Note~~FSP 2.East ~~Summary~~Wacker ofDrive ~~Significant~~Corp. ~~Accounting~~Liquidating ~~Policies~~Trust ~~(continued)~~ Notes to Unaudited Financial Statements

~~Cash~~Note ~~and~~2. Summary of ~~Cash~~Significant ~~Equivalents~~Accounting Policies (continued)

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

~~Restricted~~As of December 31, 2019 and 2018, cash and cash equivalents total approximately $987,000 and $1,653,000, respectively, which consist of funds held in bank deposit accounts. Cash equivalents are stated at costs plus accrued interest approximates market value.

AsRestricted ofCash 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.

~~Recent~~As ~~Accounting~~of ~~Pronouncements~~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. These funds were returned to the Trust on March 25, 2019 and were used for the liquidating distributions made on April 3, 2019.

~~There~~Recent ~~are~~Accounting ~~no previously issued or new accounting~~Pronouncements ~~pronouncements or changes in accounting pronouncements that have had, or are expected to have a material impact on the Trust’s financial statements.~~

~~Concentration~~There ofare ~~Credit~~no ~~Risk~~previously -issued ~~Financial~~or new accounting ~~Instruments~~pronouncements or changes in accounting pronouncements that have had, or are expected to have a material impact on the Trust’s financial statements.

~~Financial~~Concentration ~~instruments that subject the Trust to a concentration~~ of ~~credit~~Credit ~~risk~~Risk ~~consist~~- ~~of cash and cash equivalents and restricted cash balances maintained in financial institutions~~Financial ~~that~~Instruments are, in part, in excess of Federal Deposit Insurance Corporation (“FDIC”) limits. As of December 31, 2018, the Trust held cash and cash equivalents and restricted cash of approximately $1,391,000 in excess of the FDIC insurance limits.

Financial ~~Instruments~~instruments that subject the Trust to a concentration of credit risk consist of cash and cash equivalents and restricted cash balances maintained in financial institutions that are, in part, in excess of Federal Deposit Insurance Corporation (“FDIC”) limits. As of December 31, 2019 and 2018, the Trust held cash and cash equivalents and restricted cash of approximately $737,000 and $1,391,000, respectively, in excess of the FDIC insurance limits.

~~Our~~Financial ~~net~~Instruments assets in liquidation as of December 31, 2018 include the following financial instruments: cash and cash equivalents and accrued expenses. As our financial statements have been prepared under the liquidation basis of accounting, the carrying values of these instruments classified as assets and liabilities represent their estimated net realizable values and estimated settlement amounts, respectively.

~~Costs~~Our tonet beassets ~~incurred~~in ~~during~~liquidation as of December 31, 2019 and 2018 include the following financial instruments: cash and cash equivalents and accrued expenses. As our financial statements have been prepared under the liquidation basis of accounting, the carrying values of these instruments classified as assets and liabilities represent their estimated net realizable values and estimated settlement amounts, respectively.

~~Under~~Costs ~~the liquidation basis 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 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.

~~Income~~Under ~~Taxes~~the liquidation basis 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 miscellaneous other expected future costs. As of December 31, 2019 and 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.

WeIncome ~~are~~Taxes treated as a grantor trust 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 us. Our beneficiaries will be treated as the owner of a pro rata portion of each asset, including cash, received by and held by us and will be required to report on his or her federal, state or foreign tax return his or her pro rata share (per unit) of taxable income, including gains and losses recognized by us. Accordingly, there is no provision for federal or state income taxes in the accompanying financial statements.

18We are treated as a grantor trust 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 us. Our beneficiaries will be treated as the owner of a pro rata portion of each asset, including cash, received by and held by us and will be required to report on his or her federal, state or foreign tax return his or her pro rata share (per unit) of taxable income, including gains and losses recognized by us. Accordingly, there is no provision for federal or state income taxes in the accompanying financial statements.

~~FSP East Wacker Drive Corp. Liquidating Trust Notes to Unaudited Financial Statements~~19

~~Note~~FSP 3East Wacker Drive Corp. ~~Commitments~~Liquidating ~~and~~Trust Notes ~~Contingencies~~to Unaudited Financial Statements

~~Indemnifications~~Note 3. Commitments and Contingencies

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 (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.Indemnifications

19Pursuant 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 (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.

EXHIBIT INDEX

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

The following exhibits are included, or incorporated by reference, in the Annual Report on Form 10-K for the fiscal year ~~2018~~2019 (and are numbered in accordance with Item 601 of Regulation S-K).

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.

SIGNATURE

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 by the undersigned, thereunto duly authorized.

FSP 303 EAST WACKER DRIVE CORP. LIQUIDATING TRUST

(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

By: FSP Property Management LLC, its Trustee

Date: March 30, 2020	By:	/s/ John G. Demeritt
		John G. Demeritt
		Executive Vice President and Chief Financial Officer

Filing Compare · FSP 303 East Wacker Drive Corp.