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) April 8, 2019

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

State of Minnesota		000-24003		41-1848181
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

30 East 7^th Street, Suite 1300, St. Paul, Minnesota, 55101

(Address of Principal Executive Offices)

(651) 227-7333

(Registrant's telephone number, including area code)

___________________________________________________________

(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 communication 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))

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. ☐

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 8, 2019, the Partnership sold its 60% interest in an Applebee's restaurant in Crawfordsville, Indiana to Joe Properties, LLC, an unrelated third party. The Partnership received net cash proceeds of approximately $1,863,000 for the property, which resulted in a net gain of approximately $654,600.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired – Not Applicable.

(b) Pro forma financial information – A limited number of pro forma adjustments are required to illustrate the effects of the transaction on the balance sheet and income statement. The following narrative description is furnished in lieu of pro forma statements. Assuming the Partnership had sold the property on January 1, 2018:

The Partnership's Investments in Real Estate would have been reduced by $1,262,383 and its Current Assets (cash) would have increased by $1,863,000 and Partners' Capital would have increased by $600,617.

For the year ended December 31, 2018, Income from Operations would have decreased $99,929, representing a decrease in rental income of $154,776, a decrease in depreciation expense of $54,024 and a decrease in property management expenses of $823.

The net effect of these pro forma adjustments would have caused Net Income to decrease from $275,863 to $175,934, which would have resulted in Net Income of $12.62 per Limited Partnership Unit outstanding for the year ended December 31, 2018.

(d) Exhibits – Purchase and Sale Agreement dated January 10, 2019 between the Partnership, AEI Income and Growth Fund 26 LLC and Joe Properties, LLC relating to the property at 1516 South Washington Street, Crawfordsville, Indiana.

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.

	AEI Income & Growth Fund XXII
	Limited Partnership

	By:	AEI Fund Management XXI, Inc.
	Its:	Managing General Partner


Date: April 12, 2019	By:	/s/ PATRICK W KEENE
		Patrick W. Keene
		Chief Financial Officer