UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) September 10, 2019

March 28, 2019

CROSSROADS LIQUIDATING TRUST

(Exact name of registrant as specified in its chapter)

Maryland

000-53504

82-6403908

(State or other jurisdiction

Of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

128 N. 13th Street, ~~Suite~~ #1100 Lincoln, Nebraska 68508 (Address of principal executive offices and zip code)

Registrant’s telephone number, including area code (402) 261-5345

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

☐ ~~Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~

☐ Written ~~Solicitation~~communication ~~material~~ pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

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

☐ Solicitation ~~Pre-commencement~~material ~~communications~~ pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

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:

Title of each class	Trading Symbol	Name of each exchange on which registered

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. ☐

1Item 8.01 Other Events

~~Item~~Crossroads Liquidating 7Trust (the “Liquidating Trust”) has reported that its portfolio company, Zoosk, Inc.01 ~~Regulation~~(“Zoosk”), was FDacquired ~~Disclosure~~by Spark Networks SE (NYSE American: LOV)(“Spark”) on July 1, 2019. In the transaction, the Liquidating Trust’s entire position of 715,171 shares of Series E Preferred Stock was exchanged for a combination of cash and Spark ADSs (shares of Spark). A portion of the cash consideration is subject to certain escrow/holdback requirements (“escrows”). The realized cash proceeds from the Spark transaction will be dependent upon the market performance and liquidity of Spark stock and the release of the escrows.

On ~~March~~September 2810, 2019, ~~Crossroads~~the Liquidating Trust ~~(the “Trust”)~~ issued a ~~letter~~press torelease ~~its~~announcing ~~beneficiaries~~that ~~(the~~its ~~“Beneficiary Letter”)~~trustees ~~regarding~~have ~~the~~approved ~~filing~~a cash distribution of ~~its~~$0.35 ~~Annual~~per ~~Report~~unit to be paid on ~~Form~~or about September 10-K, ~~for~~2019 to the ~~year~~holders ~~ended~~of ~~December~~beneficial ~~31,~~interests ~~2018~~in ~~with~~ the ~~U.S.~~Liquidating ~~Securities~~Trust as ~~and~~of ~~Exchange~~September ~~Commission~~10, 2019.

AThe ~~copy~~press ofrelease ~~the Trust’s Beneficiary Letter,~~ is attached hereto as Exhibit 99.1~~, and is incorporated herein by this reference~~.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Description~~	Description
99.1	~~Beneficiary Letter dated March 28, 2019~~	Press Release dated September 10, 2019

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.

	CROSSROADS LIQUIDATING TRUST
Date: March 28, 2019	By:	/s/ Ben H. Harris
Date: September 10, 2019	By:	/s/ Ben H. Harris
		Ben H. Harris
		Administrator

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