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

~~November~~January 127, ~~2016~~2017 Date of Report (Date of Earliest Event Reported)

TALON REAL ESTATE HOLDING CORP.

(Exact Name of Registrant as Specified in its Charter)


Utah	000-53917	26-1771717
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5500 Wayzata Boulevard Suite 1070

Minneapolis, Minnesota

55416

(Address of Principal Executive Offices)

(Zip Code)

(612) 604-4600

(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 (see General Instruction A.2):

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

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

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

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

Item 1.01.

~~Item~~Entry 1into a Material Definitive Agreement.~~02.~~

~~Termination~~On ofJanuary 27, 2017, Talon First Trust, LLC, (the “Company”), a ~~Material~~Delaware ~~Definitive~~limited liability company that is wholly owned by Talon OP, L.P., (the “Parent”), a Minnesota limited partnership and the entity through which Talon Real Estate Holding Corp. conducts substantially all of its business, entered into a Loan Agreement (the “Gamma Loan”) with Gamma Real Estate Capital LLC (the “Lender”), a Delaware limited liability company, in the principal amount of $51.6 million. The loan bears an interest rate equal to the sum of (i) the greater of (x) the LIBOR Index Rate, and (y) the LIBOR Floor, plus (ii) a margin of 9.00% per annum, and has an initial maturity date of January 26, 2018 with two 6-month options for the Company to extend upon satisfaction of certain conditions. Pursuant to the Gamma Loan, approximately $5.3 million has been deposited into an interest reserve account to be applied toward monthly interest payments to the Lender.

OnThe ~~January~~Gamma ~~28,~~Loan ~~2016,~~relates ~~Talon~~to ~~Bren~~(1) ~~Road,~~the ~~LLC,~~Amended aand ~~subsidiary~~Restated ofPromissory ~~Talon OP~~Note, ~~L.P.,~~dated ~~which~~January is27, 2017, (the ~~entity~~“Note”) ~~through~~evidencing ~~which~~the ~~Talon~~loan ~~Real~~from ~~Estate~~the ~~Holding~~Lender ~~Corp.~~to ~~conducts~~the ~~substantially~~Company ~~all~~in ofan ~~its~~aggregate ~~business,~~principal ~~entered~~amount ~~into~~of a$51.6 ~~purchase~~million and ~~sale~~(2) the ~~agreement~~Amended ~~with~~and ~~Timberland~~Restated ~~Partners~~Mortgage, ~~Inc. Under~~Assignment ~~the~~of ~~agreement~~Leases and Rents, ~~Talon~~Security ~~Bren~~Agreement ~~Road~~and ~~agreed~~Fixture toFiling ~~sell~~dated ~~the~~January ~~property~~27, ~~located~~2017 atby ~~10301~~the ~~Bren~~Company ~~Road~~(the ~~West,~~“Security ~~Minnetonka,~~Instrument”). The ~~Minnesota~~Gamma toLoan ~~the~~is ~~buyer~~secured ~~subject~~by to(i) a ~~diligence~~mortgage ~~period~~on ~~and~~the ~~other~~Company’s ~~conditions~~interest ofin ~~the~~its ~~purchase~~building ~~and~~located ~~sale~~at ~~agreement~~180 ~~typical~~East of5th aStreet, ~~real estate transaction~~St. ~~Pursuant~~ toPaul, ~~the agreement~~Minnesota, ~~in exchange for the property~~55101, ~~the~~(ii) ~~buyer~~an ~~paid~~assignment ~~Talon~~of ~~Bren~~lease ~~Road~~and arents, $(iii) 100~~,000~~% ~~initial~~of ~~deposit~~the membership and ~~was~~ownership tointerests ~~pay~~in ~~$25,900,000~~the ~~at closing~~Parent, ~~subject~~and to(iv) ~~adjustments~~other ascollateral ~~set~~specified ~~forth~~ in the ~~purchase~~Gamma ~~agreement~~Loan documents. The ~~agreement~~Gamma ~~was~~Loan ~~terminated~~documents bycontain ~~the~~events ~~buyer~~of ondefault ~~November~~that 1,are ~~2016~~customary ~~following~~for ~~the~~loans ~~due~~of ~~diligence~~this ~~period~~type.

~~Item~~The 5foregoing description does not purport to be complete and is qualified in its entirety by the Gamma Loan, the Note and the Security Instrument, which are filed as Exhibits 10.021, 10.2 and 10.3 hereto and are incorporated herein by reference.

~~Departure~~Item ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~2.03.

OnCreation ~~November~~of 1,a ~~2016,~~Direct ~~we appointed Keith Gruebele as our Chief~~ Financial ~~Officer. Mr.~~Obligation ~~Gruebele~~or ~~will~~an ~~serve~~Obligation asunder ~~our~~an ~~principal~~Off-Balance ~~financial~~Sheet ~~officer~~Arrangement ~~and~~of ~~principal accounting officer~~Registrant.

~~Mr.~~The ~~Gruebele,~~information ~~age~~set ~~61,~~forth ~~served~~under asItem ~~the Director of Finance at Mid America Festivals from April 2016 through October 2016~~1. He01 served as an independent consultant from September 2015 through March 2016. From January 2010 through August 2015 he served as Finance, Operations, Real Estate and Special Projects Leader at GLC Enterprises, Inc. Mr. Gruebele will receive a base salary of ~~$120,000~~this ~~per~~report ~~annum. In~~is ~~connection~~incorporated ~~with~~herein ~~his~~by ~~appointment, he was also granted 50,000 shares of common stock of Talon Real Estate Holding Corp~~reference. ~~and 300,000 shares of restricted common stock of Talon Real Estate Holding Corp. which vests as to 100,000 on each of November 1, 2017, 2018 and 2019.~~

Item 3.02.

Unregistered Sales of Equity Securities.

The Gamma Loan is guaranteed by First Tracks, LLC. As partial consideration for the guarantee, Talon Real Estate Holding Company issued First Tracks LLC 2,500,000 shares of its common stock on January 27, 2017. These shares were issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Exchange Act of 1933.

Item 9.01.

~~Financial Statements and~~ Exhibits.

(d)

Exhibits.

10.1

~~Purchase~~Loan ~~and~~Agreement ~~Sale~~by ~~Agreement~~and between Talon ~~Bren~~First ~~Road~~Trust, LLC and ~~Timberland~~Gamma ~~Partners,~~Real ~~Inc.~~Estate Capital LLC, dated January 2827, ~~2016~~2017.

10.2

Amended and Restated Promissory Note between Talon First Trust, LLC and Gamma Real Estate Capital LLC, dated January 27, 2017.

10.3

Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Talon First Trust, LLC dated January 27, 2017.

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.

	TALON REAL ESTATE HOLDING CORP.
Date: November 4, 2016	/s/ MG Kaminski
Date: February 6, 2017	/s/ MG Kaminski
	Matthew G. Kaminski
	Chief Executive Officer

~~EXHIBIT~~Index ~~INDEX~~to Exhibits

Exhibit No.	Description	Manner of Filing
10.1	~~Purchase~~Loan ~~and~~Agreement ~~Sale~~by ~~Agreement~~and between Talon ~~Bren~~First ~~Road~~Trust, LLC and ~~Timberland~~Gamma ~~Partners,~~Real ~~Inc.~~Estate Capital LLC, dated January 2827, ~~2016~~2017.	~~Incorporated~~Filed ~~by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended March 31, 2016, filed on May 13, 2016 (SEC file no. 000-53917)~~Electronically
10.2	Amended and Restated Promissory Note between Talon First Trust, LLC and Gamma Real Estate Capital LLC, dated January 27, 2017.	Filed Electronically
10.3	Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Talon First Trust, LLC dated January 27, 2017.	Filed Electronically

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