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): ~~March~~April 246, 2017

CNL LIFESTYLE PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

000-51288

20-0183627

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

450 South Orange Ave.

Orlando, Florida 32801

(Address of Principal Executive Offices; Zip Code)

Registrant’s telephone number, including area code: (407) 650-1000

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 52.0701 ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

OnAs ~~March~~previously reported in a Current Report on Form 8-K filed on November 242, ~~2017~~2016, CNL Lifestyle Properties, Inc. (the “Company”), ~~held~~its aoperating ~~special~~partnership, ~~meeting~~CLP Partners, LP, and certain subsidiaries of ~~stockholders~~the Company entered into a Purchase and Sale Agreement (the “~~Special~~Sale ~~Meeting~~Agreement”) atwith ~~its~~EPR ~~principal~~Properties, ~~offices~~a inMaryland ~~Orlando~~real estate investment trust (“EPR”) and Ski Resort Holdings LLC, ~~Florida~~a Delaware limited liability company owned by funds affiliated with Och-Ziff Real Estate (the ‘Ski Purchaser” and, together with EPR, the “Purchasers”), for the ~~following~~sale ~~purposes:~~of the Company’s remaining real estate properties and related assets (the “Sale”) for aggregate consideration of approximately $830 million, which was estimated to be paid in $182.6 million of cash (less any acquired indebtedness, which is not expected to be material) and $647.4 million of common shares of beneficial interest of EPR, subject to certain pro-rations and certain other adjustments as described in the Sale Agreement. The Company’s board of directors (the “Board”) unanimously approved the Company entering into the Sale Agreement.

1.On ToMarch 24, ~~consider~~2017, at a special meeting of stockholders of the Company at which a quorum was present, the stockholders approved the Sale and ~~vote~~a ~~upon~~plan that contemplates the ~~sale~~complete ofliquidation ~~all~~and dissolution of the Company’s ~~remaining~~following ~~properties~~the Sale (the “~~Sale~~Plan of Dissolution”). toOn ~~EPR~~April 6, ~~Properties~~2017, athe ~~Maryland~~Company ~~real~~and ~~estate~~the ~~investment~~Purchasers ~~trust~~consummated the Sale (the “~~EPR~~Closing Date”), ~~and~~which ~~Ski~~resulted ~~Resort~~in ~~Holdings~~cash ~~LLC,~~proceeds ato ~~Delaware~~the ~~limited~~Company ~~liability~~of ~~company~~approximately ~~affiliated~~$153.2 ~~with~~million ~~Och-Ziff~~and ~~Real~~8,851,264 ~~Estate~~common shares of beneficial interest of EPR (the “~~SRH~~Share Consideration”),. ~~pursuant~~The Company’s portion of the cash consideration remains subject to ~~and~~certain post-closing purchase price adjustments. Based on the ~~terms~~closing ~~and~~price ~~conditions~~of ~~set~~EPR ~~forth~~common inshares aof ~~purchase~~$74.28 ~~and~~on ~~sale~~the ~~agreement~~Closing (Date, the ~~“Sale~~value ~~Agreement”),~~of ~~dated~~the Share Consideration as of ~~November~~the 2,Closing ~~2016~~Date is approximately $657.5 million, byor ~~and~~approximately ~~among~~$2.02 ~~EPR,~~per ~~SRH,~~each ~~the~~share of Company, ~~CLP~~common ~~Partners,~~stock. ~~LP,~~The aCompany ~~Delaware~~cautions ~~limited~~that ~~partnership~~the ~~and~~value of the ~~operating~~Share ~~partnership~~Consideration ofmay ~~the~~change ~~Company,~~between ~~and~~the ~~certain~~Closing ofDate and the ~~Company’s~~date ~~subsidiaries~~of (the ~~“Sale~~Interim ~~Proposal”);~~Distribution.

2.Pursuant Toto ~~consider~~the ~~and~~Plan ~~vote~~of ~~upon~~Dissolution, the ~~plan~~Company ofwill ~~liquidation~~distribute ~~and~~to ~~dissolution~~stockholders ofthe net proceeds from the ~~Company~~Sale. (As previously reported in a Current Report on Form 8-K filed on March 24, 2016, immediately following the ~~“Plan~~special meeting of ~~Dissolution”)~~stockholders, ~~including~~the Board unanimously established March 31, 2017 as the ~~complete~~record ~~liquidation~~date ~~and~~for ~~dissolution~~stockholders entitled ofto receive the ~~Company~~Share ~~contemplated~~Consideration ~~thereby~~along with such amount of cash, ~~subject~~if any, that the Board may subsequently determine to distribute to the ~~approval~~stockholders of(the “Interim Distribution”). The Company anticipates that the ~~Sale~~Board ~~and~~will authorize the Interim Distribution following the closing of the Sale (and that the ~~“Plan~~Interim Distribution, consisting of ~~Dissolution~~the ~~Proposal”);~~Share Consideration and some amount of cash, will occur on or around April 20, 2017. The Share Consideration will be distributed based on a ratio of approximately 2.7219 shares of EPR common stock for each 100 shares of Company common stock.

3Item 9.01 ToFinancial ~~consider~~Statements and vote upon a proposal to adjourn the special meeting to another date, even if a quorum is present, to solicit additional votes to approve the Sale and/or the Plan of Dissolution, if necessary (the “Adjournment Proposal,” and, collectively with the Sale Proposal and the Plan of Dissolution Proposal, the “Proposals”).Exhibits

AtThe unaudited pro forma consolidated balance sheet of the ~~Special~~Company ~~Meeting~~at December 31, a2016, ~~total~~which illustrates the estimated effects of ~~215~~the Sale described in Item 2.01 above,~~219~~ as if the Sale had occurred on such date and the unaudited pro forma consolidated statement of operations for the year ended December 31,~~539~~ ~~shares~~2016 (~~approximately~~the ~~66.18%~~“Pro Forma Period”) , which includes certain pro forma adjustments illustrating the effects of the ~~Company’s~~Sale ~~common~~as ~~stock~~if ~~outstanding~~it ~~and~~had ~~entitled~~ occurred prior to ~~vote~~the atfirst day of the ~~Special~~Pro ~~Meeting~~Forma ~~were~~Period, ~~present~~will be filed in ~~person~~an amendment to this Form 8-K, on Form 8-K/A, no later than April 12, 2017 (or ~~represented~~four bybusiness ~~proxy~~days following the Closing Date).

The Proposals were approved by the affirmative vote of a majority of the outstanding shares entitled to vote at the Special Meeting, as follows:

I. The Sale Proposal:

For		Against		Abstained
206,760,554		3,075,985		5,383,000

II. The Plan of Dissolution Proposal:

For		Against		Abstain
206,681,080		3,007,639		5,530,819

III. The Adjournment Proposal:

For		Against		Abstain
203,263,263		4,549,550		7,406,726

Item 8.01 Other Events.

Immediately following the Special Meeting, the Board of Directors of the Company (the “Board”) unanimously established March 31, 2017 as the record date for stockholders entitled to receive the shares of EPR common stock to be issued by EPR to the Company upon, and subject to, the closing of the Sale, along with such amount of cash, if any, that the Board may subsequently determine to distribute along with the shares of EPR common stock (the “Interim Distribution”). The Company currently anticipates that the closing of the Sale should occur prior to the end of April 2017 and contemplates that the Interim Distribution will occur approximately two weeks after the closing. However, no assurance as to when, or if, the closing of the Sale will occur can be given. The consummation of the Sale is subject to the satisfaction or waiver of numerous conditions as set forth in the Sale Agreement and as described in greater detail in the proxy statement/prospectus mailed to stockholders on or about January 31, 2017 in connection with soliciting votes for the Special Meeting.

SIGNATURES

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.

Date: March 24, 2016

CNL LIFESTYLE PROPERTIES, INC. a Maryland Corporation

Date: April 6, 2017

CNL LIFESTYLE PROPERTIES, INC. a Maryland Corporation

/s/ Tammy J. Tipton

Tammy J. Tipton Chief Financial Officer and Treasurer

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