UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~April 251, ~~2019~~2021

Nissan Master Owner Trust Receivables

(Exact name of Issuing Entity as specified in its charter)

Central Index Key Number: 0001236424

Nissan Wholesale Receivables ~~Corporation~~Company II LLC

(Exact name of Depositor as specified in its charter)

Central Index Key Number: 0001236416

Nissan Motor Acceptance ~~Corporation~~Company LLC

(Exact name of Issuing Sponsor as specified in its charter)

Central Index Key Number: 0001540639

Delaware	333-232228-01	51-6538952
(State or Other Jurisdictionof Incorporation of Issuing Entity)	(CommissionFile Number of Issuing Entity)	(IRS EmployerIdentification No. of Issuing Entity)
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation of Issuing Entity)	File Number of Issuing Entity)	Identification No. of Issuing Entity)
ONE NISSAN WAY ROOM 5-124FRANKLIN, TENNESSEE		37067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 725-1122

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 (see General Instruction A.2. below):

☐	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))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On ~~November~~April 251, ~~2019~~2021 (the “~~Closing~~Conversion Date”), ~~Nissan~~upon ~~Master Owner Trust Receivables (~~the ~~“Issuing~~filing ~~Entity”)~~of ~~and U.S. Bank National Association (the “Indenture Trustee”) entered into~~ a ~~Series~~certificate ~~2019-B~~of ~~Indenture Supplement~~conversion, ~~(the~~Nissan ~~“Indenture~~Wholesale ~~Supplement”), to the Amended and Restated Indenture, dated as of~~Receivables ~~October 15,~~Corporation ~~2003 (the “Indenture”)~~II, bya ~~and~~Delaware ~~between the Issuing Entity and the Indenture Trustee~~corporation, ~~pursuant~~converted to ~~which~~Nissan ~~the~~Wholesale ~~Issuing~~Receivables ~~Entity~~Company ~~issued~~II ~~the Series 2019-B Notes (the “Notes”). On the Closing Date, the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services~~ LLC, asa ~~asset~~Delaware ~~representations~~limited ~~reviewer,~~liability ~~entered~~company. ~~into~~Also anon ~~Asset Representations Review Agreement, dated as of~~ the ~~Closing~~Conversion Date ~~(the “Asset Representations Review Agreement”)~~, ~~relating~~Nissan toMotor ~~the~~Acceptance ~~review~~Company ofLLC certain representations relating to the receivables securing the Notes. The Notes, with an aggregate principal balance of $1,000,000,000, were sold pursuant to an Underwriting Agreement, dated November 19, 2019 (~~the~~as ~~“Underwriting~~successor ~~Agreement”),~~ by ~~and~~conversion ~~among~~to Nissan ~~Wholesale~~Motor Acceptance ~~Receivables~~ Corporation ~~II (“NWRC II”~~), ~~Nissan~~as ~~Motor~~the ~~Acceptance~~sole ~~Corporation~~equity ~~(“NMAC”)~~member, ~~the Issuing Entity~~ and ~~BofA~~Kevin ~~Securities, Inc~~P., onBurns ~~behalf of itself~~ and asCheryl ~~representative of Citigroup Global Markets Inc~~A., ~~Lloyds~~Lawrence ~~Securities~~as ~~Inc.,~~the ~~MUFG~~special ~~Securities Americas Inc.~~members, ~~HSBC~~entered ~~Securities~~into ~~(USA)~~that ~~Inc.,~~certain ~~Scotia~~Limited ~~Capital~~Liability ~~(USA)~~Company ~~Inc.,~~Agreement ~~SMBC~~of ~~Nikko~~Nissan ~~Securities~~Wholesale ~~America,~~Receivables ~~Inc. and~~Company TDII ~~Securities (USA)~~ LLC (~~collectively,~~ the “~~Underwriters”). The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form SF-3~~Limited ~~(Commission~~Liability ~~File~~Company ~~No. 333-232228~~Agreement”), ~~which~~to ~~was~~provide ~~declared~~for ~~effective on June 28, 2019. The public offering of~~ the ~~Notes~~governance ~~terminated on the Closing Date upon the sale~~ of ~~all~~Nissan ofWholesale ~~the~~Receivables ~~Notes.~~Company ~~The~~II ~~price to the public of the Notes was $1,000,000,000 (or 100~~LLC.~~00000%).~~

~~During~~Attached ~~the~~as ~~period~~Exhibit ~~from the effective date of the Registration Statement through the current reporting period, the amount of~~3.1 ~~expenses~~is ~~incurred in connection with~~ the ~~issuance~~Certificate ~~and distribution~~ of ~~the~~Conversion ~~Notes with respect~~ to ~~underwriting~~Limited ~~commissions~~Liability ~~and~~Company ~~discounts was $2,200,000. After deducting the underwriting commission and discount described in the preceding sentence, the net offering proceeds~~ of ~~the~~Nissan ~~Issuing~~Wholesale ~~Entity~~Receivables ~~before~~Company ~~expenses~~II ~~for the Notes are $997~~LLC,~~800,000.~~ ~~Other~~as ~~expenses,~~Exhibit including legal fees and other costs and expenses, are reasonably estimated to be $1,059,800 and net proceeds of the Issuing Entity, after deduction of expenses, are reasonably estimated to be $996,740,200 total proceeds3.2 ~~With~~is ~~respect to~~ the ~~payment~~Certificate of ~~these~~Formation ~~other expenses and costs, all direct or indirect payments were made to persons other than persons who are (a) directors or officers~~ of ~~the~~Nissan ~~Issuing~~Wholesale ~~Entity~~Receivables orCompany ~~(b) owners~~II ofLLC ~~10 percent~~and oras ~~more~~Exhibit of3.3 ~~any~~is ~~class of securities of~~ the ~~Issuing~~Limited ~~Entity~~Liability Company Agreement.

~~The Issuing~~On ~~Entity~~the ~~will~~Conversion ~~use~~Date, ~~the~~Nissan ~~net~~Motor ~~proceeds~~Acceptance ~~from~~Company ~~the~~LLC ~~sale~~(“NMAC”), ofas ~~the~~servicer, ~~Notes~~Nissan Wholesale Receivables Company II LLC (i“NWRC II”) to, ~~make~~as ~~the~~transferor, ~~required~~and ~~initial~~Wilmington ~~deposit~~Trust ~~into~~Company, ~~the~~as ~~reserve~~owner ~~account~~trustee ~~and~~ (iithe “Owner Trustee”) to, ~~pay~~entered into the ~~remaining~~Fourth ~~net~~Amendment ~~proceeds~~ to ~~NWRC~~Amended IIand asRestated ~~payment~~Transfer ~~for~~and Servicing Agreement (the “TSA ~~receivables~~Amendment”), ~~transferred~~which toamends the ~~Issuing~~ ~~Entity.~~Amended ~~NWRC~~and IIRestated Transfer and Servicing Agreement, dated as ~~the~~of ~~depositor~~October 15, ~~will~~2003 ~~use~~ (the ~~proceeds~~“Transfer toand ~~purchase~~Servicing ~~receivables~~Agreement”), ~~from~~among NMAC, ~~and/or~~as toservicer, ~~repay~~NWRC ~~indebtedness~~II, toas ~~NMAC~~transferor, ~~incurred~~and byNissan Master ~~NWRC~~Owner IITrust inReceivables, ~~connection~~as ~~with~~issuer (the ~~prior~~“Issuing ~~purchase~~Entity”). ofThe ~~receivables~~TSA byAmendment ~~NWRC~~amends IIcertain ~~from~~representations ~~NMAC.~~in ~~NMAC~~the ~~will~~Transfer ~~use~~and Servicing Agreement relating to the ~~portion~~ corporate form of ~~the~~NWRC ~~proceeds~~II. ~~paid~~The toTSA itAmendment ~~for~~is ~~general~~attached ~~corporate~~hereto ~~purposes~~as Exhibit 10.1.

~~ITEM~~On 8the Conversion Date, NMAC, as seller, and NWRC II, as buyer, also entered into the Amendment to Amended and Restated Receivables Purchase Agreement (the “RPA Amendment”), which amends the Amended and Restated Receivables Purchase Agreement, dated as of October 15, 2003 (the “Receivables Purchase Agreement”), among NMAC, as seller, and NWRC II, as purchaser.01 ~~OTHER~~The ~~EVENTS~~RPA Amendment amends certain representations in the Receivables Purchase Agreement relating to the corporate form of NMAC. The RPA Amendment is attached hereto as Exhibit 10.2.

Attached as Exhibit 4.1 is the Indenture Supplement and as Exhibit 10.1 is the Asset Representations Review Agreement. Other relevant documents relating to the issuance of the Notes have been previously filed with the Securities and Exchange Commission.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(a) Not applicable.

(b) Not applicable.

(d) Exhibits

The exhibit number corresponds with Item 601(a) of Regulation S-K.

Exhibit No.		Description
Exhibit 4.1		Series 2019-B Indenture Supplement, dated as of November 25, 2019, by and between Issuing Entity, as issuer, and the Indenture Trustee.
Exhibit 3.1		Certificate of Conversion to Limited Liability Company of Nissan Wholesale Receivables Company II LLC.
Exhibit 10.1		Asset Representations Review Agreement, dated as of November 25, 2019, by and between the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.
Exhibit 3.2		Certificate of Formation of Nissan Wholesale Receivables Company II LLC.
Exhibit 3.3		Limited Liability Company Agreement of Nissan Wholesale Receivables Company II LLC, dated as of April 1, 2021.
Exhibit 10.1		Fourth Amendment to Amended and Restated Transfer and Servicing Agreement, dated as of April 1, 2021.
Exhibit 10.2		Amendment to Amended and Restated Receivables Purchase Agreement, dated as of April 1, 2021.

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.

NISSAN WHOLESALE ~~RECEIVABLES~~RECEIVABLESCOMPANY ~~CORPORATION~~ II ~~By: /s/ Douglas E. Gwin, Jr.~~LLC

By: /s/ Douglas E. Gwin, Jr. Name: Douglas E. Gwin, Jr. Title: Assistant Treasurer

~~Title~~Date: ~~Assistant~~April 7, ~~Treasurer~~2021

Date: November 26, 2019

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