UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~December~~February 2024, ~~2013~~2014

OSH 1 ~~Liquidating~~LIQUIDATING ~~Corporation~~CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-11679

95-4214109

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6450 Via Del Oro

San Jose, CA

95119

(Address of Principal Executive Offices)

(Zip Code)

(408) 281-3500

Registrant’s Telephone Number, Including Area Code

Not Applicable

(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(b))

¨	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 1.03. Bankruptcy or Receivership.

~~Confirmation~~As previously announced, on June 17, 2013, OSH 1 Liquidating Corporation (formerly Orchard Supply Hardware Stores Corporation) (the “Company”) and its subsidiaries, OSH 2 Liquidating LLC (formerly Orchard Supply Hardware LLC) and OSH 3 Liquidating LLC (formerly OSH Properties LLC) (collectively, the “Debtors”), filed voluntary petitions for relief under Chapter 11 of ~~Plan~~the Bankruptcy Code in the United States Bankruptcy Court for the District of ~~Liquidation~~Delaware (the “Bankruptcy Court”). On August 30, 2013, pursuant to 11 U.S.C. § 363, the Debtors closed on the sale of substantially all of their assets to Orchard Supply Company, LLC, a Delaware limited liability company affiliated with Lowe’s Companies, Inc.

AsAlso as previously ~~announced~~disclosed, on ~~June~~December 1720, 2013, ~~OSH~~the 1Bankruptcy ~~Liquidating~~Court ~~Corporation~~entered ~~(formerly~~an ~~Orchard~~order ~~Supply Hardware Stores Corporation)~~ (the “~~Company~~Confirmation Order”) ~~and~~confirming ~~its subsidiaries, OSH 2 Liquidating LLC (formerly Orchard Supply Hardware LLC) and OSH 3 Liquidating LLC (formerly OSH Properties LLC) (collectively,~~ the “Debtors~~”),~~’ ~~filed~~Modified ~~voluntary petitions~~First ~~for~~Amended ~~relief~~Plan ~~(the “Chapter 11 Petition”) under Chapter 11~~ of ~~the~~Liquidation ~~Bankruptcy~~as ~~Code~~filed inwith the ~~United States~~ Bankruptcy Court ~~for~~on ~~the~~December 6, ~~District~~2013 ~~of Delaware~~ (the “~~Bankruptcy Court~~Plan”). On August 30, 2013, as part of the Chapter 11 Petition, the Company completed the sale of a majority of its assets to Orchard Supply Company, LLC, a Delaware limited liability company affiliated with Lowe’s Companies, Inc.

On ~~December~~February 2024, ~~2103~~2014, ~~the~~all ~~Bankruptcy~~conditions ~~Court~~to ~~entered~~the anoccurrence ~~order~~of (the ~~“Confirmation~~effective ~~Order”)~~date ~~confirming~~set forth in the ~~Debtors’~~ ~~Modified~~Plan ~~First~~and ~~Amended~~the ~~Plan~~Confirmation ofOrder ~~Liquidation~~were satisfied asor ~~filed~~waived ~~with~~in ~~the~~accordance ~~Bankruptcy~~therewith ~~Court~~and onthe ~~December 6,~~effective ~~2013~~date (the “~~Plan~~Effective Date”) of the Plan occurred. ~~The~~On ~~effective~~the same date, the Debtors filed a Notice of Effective Date of the Plan (the “~~Effective~~Notice of Effective Date”) ~~has~~with ~~yet~~the toBankruptcy ~~be determined~~Court. A copy of the ~~Plan,~~Notice asof ~~confirmed~~Effective byDate ~~the~~is ~~Bankruptcy Court, and the Confirmation Order are~~ attached hereto as ~~Exhibits~~Exhibit 299.1 and ~~2.2,~~incorporated ~~respectively,~~in ~~and~~this ~~are~~Item 1.03 ~~incorporated herein~~ by reference.

~~PURSUANT~~AS TOA ~~THE~~RESULT ~~TERMS~~ OF THE PLAN BEING EFFECTIVE, ALL OF THE COMPANY’S EXISTING EQUITY INTERESTS, CONSISTING OF AUTHORIZED AND OUTSTANDING SHARES OF SERIES A PREFERRED STOCK, CLASS A COMMON STOCK, CLASS B COMMON STOCK AND CLASS C COMMON STOCK ~~WILL~~WERE BECANCELLED ~~DEEMED~~WITHOUT ~~CANCELLED~~CONSIDERATION ~~UPON~~AND ~~THE~~HAVE ~~EFFECTIVE~~NO ~~DATE~~VALUE.

~~Summary~~The Company will shortly file a Form 15 with the Securities and Exchange Commission to provide notice of ~~Plan~~the suspension of its reporting obligation under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon filing a Form 15, the Company will immediately cease filing any further periodic or current reports under the Exchange Act.

~~The~~It ~~following~~ is ~~a summary~~not ofpossible to determine the ~~material~~extent ~~terms~~of recoveries of creditors of the ~~Plan~~Debtors, as ~~confirmed~~such byrecoveries ~~the~~will ~~Bankruptcy~~continue ~~Court.~~to be ~~This~~dependent ~~summary~~on, isamong ~~qualified~~other inthings, ~~its~~the ~~entirety~~completion byof ~~reference~~the toasset ~~the~~recovery ~~Plan.~~process ~~Capitalized~~and ~~terms~~the ~~used~~determination ~~but~~of ~~not~~the ~~defined~~total ~~herein~~claims ~~shall~~pool, ~~have~~none ~~the~~of ~~meanings~~which ~~set~~have ~~forth~~been incompleted ~~the~~at ~~Plan~~this time.

~~The~~Item ~~Plan~~3.03 ~~provides~~Material ~~for~~Modification the appointment of a Responsible Person for the sole purpose of liquidating and distributing the remaining assets of the Debtors, and a GUC Trustee for the sole purpose of reconciling and distributing the GUC Trust Assets to ~~the~~Rights ~~GUC Trust Beneficiaries. Neither the Responsible Person nor the GUC Trust will engage in any business activities other than winding down the remaining affairs~~ of ~~the~~Security ~~Debtors~~Holders.

~~Other~~Pursuant ~~than~~to ~~Administrative~~the ~~Expense Claims~~Plan, ~~Priority~~all ~~Tax~~equity ~~Claims and Other Priority Claims, the claims and~~ interests in the ~~Debtors~~Company ~~are~~(including ~~divided~~outstanding ~~into~~shares ~~four~~of ~~classes.~~Series ~~The~~A ~~Plan generally provides for payment in full~~Preferred, ~~in cash, to holders of~~ Class A 2Common ~~Other~~Stock, ~~Secured Claims. Holders of~~ Class ~~3 General Unsecured Claims are entitled to receive a pro-rata portion of~~ ~~the~~B ~~GUC~~Common ~~Trust~~Stock, ~~Assets. Holders of~~ Class 1C ~~Senior~~Common ~~Secured Term Loan Claims are entitled to receive a pro rata portion of any proceeds that remain after the payment and full satisfaction of Administrative Expense Claims~~Stock, ~~Priority Tax Claims~~options, ~~Claims~~warrants ~~in Class~~or 2contractual ~~and~~or ~~Claims~~other inrights ~~Class~~to 3.acquire ~~Claims~~any inequity ~~Class~~interests ~~4 consist~~ of the Company’s) ~~equity~~were ~~interests, which will receive no distribution and shall be deemed~~ cancelled on the Effective Date.

Item 35.0302. ~~Material~~Departure ~~Modification~~of toDirectors ~~Rights~~or Certain Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Pursuant~~Following tothe effectiveness of the Plan, ~~all~~two ~~equity interests~~of in the Company’s ~~(including outstanding shares of Series A Preferred~~directors, ~~Class A~~Kevin ~~Common~~R. ~~Stock,~~Czingerand ~~Class~~Susan BL. ~~Common Stock~~Healy, ~~Class~~resigned as Cdirectors ~~Common Stock, options, warrants or contractual or other rights to acquire any equity interests~~ of the Company~~) will~~, beeffective ~~deemed~~as ~~cancelled~~of on the Effective Date.

~~Following~~Item ~~the~~9.01 ~~Effective~~Financial ~~Date,~~Statement ~~the Company intends to file a Form 15 with the Securities~~ and ~~Exchange Commission to terminate and suspend the reporting requirements related to its Series A Preferred Stock and Class A Common Stock under the Securities Exchange Act of 1934, as amended~~Exhibits.

~~Item 9~~99.~~01.~~1 ~~Financial~~Notice ~~Statements~~of ~~and~~Effective ~~Exhibits~~Date.

~~(d)~~SIGNATURE ~~Exhibits.~~

Exhibit		Description
2.1		Modified First Amended Plan of Liquidation.
2.2		Confirmation Order.

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

SIGNATURE

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

Date: February 27, 2014

OSH 1 LIQUIDATING CORPORATION

/s/ Bradley I. Dietz

Bradley I. Dietz

Responsible Person

Filing Compare · OSH 1 LIQUIDATING Corp