UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF 1934 ~~of earliest event reported): September 10, 2012~~

Date of Report (Date of earliest event reported): December 13, 2012

O’DONNELL STRATEGIC INDUSTRIAL REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

333-170173

27-3648243

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

3 San Joaquin Plaza, Suite 160

~~New~~Newport ~~Port~~ Beach, California 92660

(Address of principal executive offices)

(949) 718-9898

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On ~~September~~December 1013, 2012, O’Donnell Strategic Industrial REIT, Inc. (the “Company”), through OD Flowers Tampa, LLC, a wholly owned subsidiary of O’Donnell Strategic Industrial REIT Operating Partnership, LP, the Company’s operating partnership, ~~entered~~completed ~~into~~the anacquisition ~~agreement~~of ~~with~~100% ~~O’Donnell Acquisitions, LLC, an affiliated entity~~ of the ~~Company (“O’Donnell Acquisitions”), as the assignor, to assume all of O’Donnell Acquisitions’ right, title and~~ interest in ana ~~Agreement of Purchase and Sale and Joint Escrow Instructions~~12,160 ~~dated~~square ~~September 10,~~foot 2012 (the “Florida Property Purchase and Sale Agreement”), with Flowbake Tampa East, LLC, as the seller, which is not affiliated with the Company, its advisor or affiliates, for the purchase of the seller’s 100% interest in a build-to-suit industrial facility, located in Tampa, Florida (the “Florida Property”), which is expected to comprise 12,160 square feet when certain improvements on the property are completed. The Florida Property is expected to be 100% net-leased to Flowers Baking Co. of Brandenton, LLC, a wholly owned subsidiary of Flowers Foods, Inc., which is expected to guaranty the lease. The material terms of the Florida Property Purchase and Sale Agreement provide for ~~(i)~~ a purchase price of $1,684,067, plus closing costs;. ~~(ii) an~~The ~~earnest~~seller ~~money deposit~~ of ~~$100,000, which would be applied toward payment of~~ the ~~purchase price upon completion of the acquisition of the~~ Florida Property, ~~and~~Flowbake ~~$50,000~~Tampa ~~of which was paid upon execution of the Florida Property Purchase and Sale Agreement and the remaining $50~~East,~~000~~ ~~will~~LLC be(“Tampa ~~paid upon the completion of certain improvements of the Florida Property; provided~~East”), ~~however,~~is ~~that such earnest money deposit will~~ not beaffiliated ~~refundable~~with to the Company ~~upon the expiration of the due diligence period described below~~, ~~unless~~O’Donnell ~~the~~Strategic ~~seller~~Industrial ~~defaults under the Florida Purchase and Sale Agreement. The earnest money deposit is refundable for a failure of a closing condition~~Advisors, ~~including the completion of certain improvements on the property by the seller; (iii) payment to seller of $100.00 in additional consideration~~LLC, ~~which payment is non-refundable to~~ the Company ~~and would not be applicable towards the purchase price; (iv) a 20-day due diligence period; and (v) an anticipated closing date of November 15, 2012. The Florida~~’s ~~Property Purchase and Sale Agreement also contains customary covenants~~advisor, ~~closing~~or ~~conditions,~~its ~~representations~~respective ~~and warranties, and indemnification provisions~~affiliates. ~~There can be no assurance that this potential acquisition will be consummated.~~

The acquisition was funded by net proceeds from the Company’s ongoing public offering. In connection with the acquisition, the Company will pay an acquisition fee of approximately $34,000, or 2% of the purchase price, to its advisor. An affiliate of the Company’s advisor has been retained to manage, operate, lease and supervise the overall maintenance of the Florida Property and will receive a property management fee of 3.0% of the monthly revenue derived from the Florida Property. The Company believes the Florida Property is adequately insured.

The Florida Property was constructed in 2012. The current sole tenant is Flowers Baking Co. of Bradenton, LLC (the “Tenant”), which is wholly-owned by Flowers Foods, Inc. The Company believes the Tenant is creditworthy based on its historical revenue and cash flow streams. All of the operations at the Florida Property and the principal nature of business of the Tenant are related to the baked goods industry.

The following table shows, as of December 13, 2012, the current effective annual rental income, lease expiration and renewal options for the Tenant of the Florida Property:

Base Rent

Lease Term

Tenant

Square
Feet

Current Annual
Base Rent(2)

per Square
Foot

Beginning

Ending

Renewal
Options

Flowers Baking Co. of Bradenton, LLC (1)

12,160

124,200

10.21

12/1/2012

11/30/2027

N/A

(1)	The Tenant entered into a net lease pursuant to which the Tenant is required to pay all operating expenses of the building.

(2)	Rent increases every five years by 5% of the then current annual base rent.

In evaluating the Florida Property as a potential acquisition and determining the appropriate amount of consideration to be paid for such acquisition, a variety of factors were considered, including the property condition and environmental reports, physical condition and curb appeal, age, location, including visibility and access, tenant creditworthiness, the operator of the facility, lease terms, including rent, rent increases, length of lease term, specific tenant and landlord responsibilities, expansion, termination, purchase options, exclusive and permitted use provisions, assignment, sublease and co-tenancy provisions, local market conditions, demographics and population growth patterns, neighboring properties, the potential for new property construction in the area and whether there were any anticipated required capital improvements.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. Operating results will be affected by economic and regulatory changes that have an adverse impact on the real estate market and we cannot assure you that there will be growth in the value of the Company’s properties. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. The Company undertakes no obligation to update any forward-looking statement contained herein to conform the statement to actual results or changes in the Company’s expectations.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements.

It is not practical to provide the required financial statements at this time. Such financial statements, to the extent required, will be filed as an amendment to this Current Report on Form 8-K no later than 71 days after the deadline for filing this Current Report on Form 8-K.

(b) Pro Forma Financial Information.

See paragraph (a) above.

None.

(d) Exhibits.

None.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	O’Donnell Strategic Industrial REIT, Inc.
	By:	/s/ Christopher S. Cameron
Dated: December 18, 2012	By:	/s/ Christopher S. Cameron
Date: September 11, 2012	Name: Christopher S. Cameron
	Name:	Christopher S. Cameron
	Title: Chief Financial Officer, Treasurer and Secretary
	Title:	Chief Financial Officer, Treasurer and Secretary

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