1-U

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-U

Current Report Pursuant to Regulation A

Date of Report: August 17, 2020

(Date of earliest event reported)

GK Investment Property Holdings II, LLC

(Exact name of issuer as specified in its charter)

Delaware	84-3013152
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

257 East Main Street, Suite 200

Barrington, Illinois 60010

(Full mailing address of principal executive offices)

(847) 277-9930

(Issuer’s telephone number, including area code)

ITEM 3. 

MATERIAL MODIFICATION TO RIGHTS OF SECURITYHOLDERS

First Supplemental Indenture

On August 13, 2020, GK Investment Property Holdings II, LLC, a Delaware limited liability company, or the Company, entered into that certain First Supplemental Indenture, or the First Supplement, with UMB Bank, N.A., as trustee, or the Trustee. The First Supplement confirms the maturity dates of the Series A, Series B, Series C and Series D Bonds as disclosed in the offering circular of the Company dated January 29, 2020 and filed by us with the Securities and Exchange Commission, or the Commission, on January 29, 2020, or the Offering Circular, Supplement No. 1 to the Offering Circular dated February 13, 2020 and filed with the Commission on February 13, 2020 and Supplement No. 2 to the Offering Circular dated March 25, 2020 and filed with the Commission on March 25, 2020.

The foregoing description of the First Supplement is a summary and is qualified in its entirety by the terms of the First Supplement, a copy of which is filed as Exhibit No. 3.1 to this Current Report on Form 1-U and incorporated by reference into this Item 3.

Forward-Looking Statements

This Current Report on Form 1-U (this “Form 1-U”) includes forward-looking statements, which may be identified by words such as "believes," "expects," "anticipates," "estimates," "projects," "intends," "should," "seeks," "future," "continue," or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein. The forward looking statements in this Form 1-U constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to, the risks and uncertainties and other factors discussed from time to time in the Company’s filings with the SEC. The Company expressly disclaims any obligation to publicly update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law. 

Item 9.

Other Events

Exhibit No.	Description of Exhibit
3.1	First Supplemental Indenture between GK Investment Property Holdings II, LLC and UMB Bank, N.A., as trustee, dated as of August 13, 2020.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GK Investment Property Holdings II, LLC, a Delaware limited liability company
Date: August 17, 2020	By:	/s/ Garo Kholamian
		Name: Garo Kholamian
		Title: Sole Director

EX1U-3 HLDRS RTS

  Exhibit 3.1

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplement”) is effective as of the 13 day of August 2020, by and between GK Investment Property Holdings II, LLC, a Delaware limited liability company (the “Issuer”), and UMB Bank, N.A., a national banking association (the “Trustee”).

RECITALS

A.The Issuer and the Trustee entered into that certain Indenture dated as of January 28, 2020 (the “Original Indenture”) pursuant to which the Trustee agreed to serve as trustee under the Original Indenture, as more particularly described in the Original Indenture for the consideration specified therein.

B.The Issuer and Trustee desire to amend the Original Indenture as set forth herein. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Original Indenture.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.The recitals and introductory paragraphs hereof form a part of this First Supplement as if fully set forth herein.

2.Section 2.02. The Original Indenture is hereby revised by deleting the fourth sentence in the first paragraph in Section 2.02 in its entirety and replacing it with:

Series A, Series B, Series C and Series D Bonds will mature on February 28, 2025, August 31, 2025, February 28, 2026 and August 31, 2026, respectively, and each will bear interest at a fixed rate of seven percent (7%) per annum payable on an Interest Payment Date.

[Remainder of page intentionally left blank; signatures appear on following page]

IN WITNESS WHEREOF, the parties hereto have entered into this First Supplement as of the 13 day of August 2020.

Issuer:

GK INVESTMENT PROPERTY HOLDINGS II, LLC

a Delaware limited liability company

By: 

GK Development, Inc.

Its: 

Manager

By: /s/ Garo Kholamian______

Name: Garo Kholamian

Its: President and Sole Director

Trustee:

UMB BANK, N.A.,

a national banking association

By:            /s/Anthony Hawkins_____

Name: Anthony Hawkins

Its:            Vice President

[Signature Page to First Supplemental Indenture]