8-K

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) May 5, 2016

WINTHROP REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

Ohio

(State or Other Jurisdiction of Incorporation)

001-06249		34-6513657
(Commission File Number)		(I.R.S. Employer Identification No.)
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts		02114
(Address of Principal Executive Offices)		(Zip Code)
	(617) 570-4614
(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 obligations of the registrant under any of the following provisions

o Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 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 2.02 Results of Operations and Financial Condition

On May 5, 2016, Winthrop Realty Trust (the “Trust”) issued a press release announcing its financial results for the three months ended March 31, 2016.  A copy of the release is furnished as Exhibit 99.1 to this Report on Form 8-K.

The information in this section of this Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 7.01.  Regulation FD Disclosure.

On May 5, 2016, the Trust made available supplemental information, which the Trust refers to as the Supplemental Reporting Package.  A copy of the Supplemental Reporting Package is furnished herewith as Exhibit 99.2 and is available at the Trust’s website, www.winthropreit.com under the “Investor Relations” tab.

Also on May 5, 2016, the Trust’s management discussed the Trust’s financial results for the quarter ended March 31, 2016 on a conference call with analysts and investors.  A replay of the conference call is available through June 5, 2016 by dialing (877) 660-6853; conference ID 13635528.  Both a transcript of the conference call and an online replay of the conference call is also available on the Trust’s website at www.winthropreit.com under the “News and Events” tab.

The information in this section of this Report on Form 8-K and Exhibit 99.2 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

Trust shareholders are reminded that on August 5, 2016 the Trust will transfer all of its remaining assets into a liquidating trust.  As a result, the Trust’s shareholders will receive beneficial interests in the liquidating trust in proportion to shares held in the Trust.  As previously disclosed, beneficial interests in the liquidating trust will generally not be transferable except by will, intestate succession or operation of law.  For a detailed description of the federal income tax and investment considerations relating to such a transfer and its effect on shareholders’ interests in the Trust, please see the Trust’s proxy statement filed on Form 14-A on June 26, 2014 with the Securities and Exchange Commission, a copy of which is available on the SEC’s website, www.sec.gov, as well as the Trust’s website www.winthropreit.com under the investor relations tab.  Shareholders are strongly advised to contact their investment and tax advisors as to questions which they may have.

Item 9.01 Financial Statements and Exhibits.

(c)  Exhibits

99.1 Press Release dated May 5, 2016

99.2 Supplemental Reporting Package for the quarter ended March 31, 2016

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 on this 6th day of May, 2016.

WINTHROP REALTY TRUST
By:	/s/ Carolyn Tiffany
	Carolyn Tiffany
	President

Exhibit Index

99.1 Press Release dated May 5, 2016

99.2 Supplemental Reporting Package for the quarter ended March 31, 2016

EX-99.1

WINTHROP REALTY TRUST ANNOUNCES RESULTS FOR

FIRST QUARTER 2016

FOR IMMEDIATE RELEASE

Boston, Massachusetts – May 5, 2016 – Winthrop Realty Trust (NYSE:FUR) (the “Company” or “Winthrop”), which is liquidating and winding down pursuant to a plan of liquidation, announced today its financial and operating results for the first quarter ended March 31, 2016.

Liquidating Trust

Shareholders are reminded that on August 5, 2016 the Company will transfer all of its remaining assets into a liquidating trust.  As a result, the Company’s shareholders will receive beneficial interests in the liquidating trust in proportion to shares held in the Company.  As previously disclosed, beneficial interests in the liquidating trust will generally not be transferable except by will, intestate succession or operation of law.  For a detailed description of the federal income tax and investment considerations relating to such a transfer and its effect on your interests in the Company, we refer you once again to the proxy statement filed on Form 14-A on June 26, 2014 with the Securities and Exchange Commission, a copy of which is available on their website, www.sec.gov as well as the Company’s website www.winthropreit.com under the investor relations tab.  We strongly advise you to contact your investment and tax advisors as to questions which you may have.

Financial Results

Liquidation Basis of Accounting

As a result of the shareholder approval of the plan of liquidation on August 5, 2014, effective August 1, 2014, the Company began reporting its financial results on the liquidation basis of accounting.  The liquidation basis of accounting requires, among other things, that management estimate sales proceeds on an undiscounted basis as well as include in the Company’s assets and liabilities the undiscounted estimate of future revenues and expenses of the Company.  The estimated net assets in liquidation at March 31, 2016 would result in future liquidating distributions of approximately $14.08 per common share which amount includes the $2.00 per common share liquidating distribution referenced below.  This estimate of future liquidating distributions includes projections of costs and expenses to be incurred during the period required to complete the plan of liquidation.  There is inherent uncertainty with these projections and, accordingly, these projections could change materially based on a number of factors both within and outside of Winthrop’s control including market conditions, the timing of sales, the performance of underlying assets and any changes in the underlying assumptions of projected cash flows.

The current estimate represents a decrease in liquidating distributions of $0.10 per common share below the Company’s estimate at December 31, 2015.  The decrease is primarily the result of decreases in the liquidation values of the Company’s Orlando, Florida office property, One East Erie, Chicago, Illinois office property and 550 Corporetum, Lisle, Illinois office property due to changes in the anticipated holding period of these properties.  In addition, the liquidation value and estimated cash receipts of the Company’s Jacksonville, Florida property have been reduced based on the contract for sale.  These decreases were partially offset by (i) a net increase in the liquidation value of the Company’s Churchill, Pennsylvania property due to a lease modification and extension and a change in the anticipated holding period of the property; (ii) a net increase in anticipated receipts from the Company’s luxury residential property in Houston, Texas due to a change in the anticipated holding period of the property; (iii) an increase in estimated receipts from the Company’s 450 West 14th Street venture due to a refinancing of the property; and (iv) an increase in the estimated cash flow received from the Company’s Sullivan Center venture due to an extension of the closing of the sale of this investment.

2016 First Quarter Activity and Subsequent Events

Assets Sold

· Sullivan Center, Chicago, Illinois – On April 27, 2016 the Company closed on the sale of its interest in WRT One South State Lender LP which holds the mezzanine loan on the property and its interest in WRT-Elad One South State Equity LP to its Sullivan Center venture partner for an aggregate purchase price of approximately $95.3 million.

Leasing Activity

· 701 Seventh Avenue, New York, New York - The Company’s venture which owns 701 Seventh Avenue in Times Square has entered into a lease agreement with a venture which includes an international entertainment company for the upper three floors of the retail space.  The lease agreement is being held in escrow pending receipt of third party consents.  Upon receipt of the consents, the lease will be released from escrow.

· Churchill, Pennsylvania – On April 28, 2016 the Company entered into a lease modification with the tenant extending the term of the lease through April 30, 2031.

Assets Under Contract for Sale

· Highgrove, Stamford, Connecticut – On January 21, 2016 the contract (the “First Purchase Agreement”) which was previously entered into to sell the apartment building located in Stamford, Connecticut was terminated due to the prospective purchaser’s inability to timely close.  In accordance with the terms of the purchase agreement, the venture in which the Company holds an 83.7% interest retained the $5.0 million deposit.

On February 18, 2016 the venture entered into a purchase agreement (the “Second Purchase Agreement”) to sell this asset for gross proceeds of $87.5 million.  The purchaser has provided an $11.0 million non-refundable deposit.  If consummated, the closing is expected to occur in the second quarter of 2016.  In connection with entering into the Second Purchase Agreement, the venture entered into a settlement agreement with the purchaser under the First Purchase Agreement providing for the return of $1.0 million of the previously retained deposit and an agreement to return up to an additional $1.5 million of the previously retained deposit upon the closing or termination of the Second Purchase Agreement.  As a result, assuming the consummation of the transaction contemplated by the Second Purchase Agreement, the venture will receive gross sales proceeds, inclusive of forfeited deposits, totaling $90.0 million.

· Lake Brandt, Greensboro, North Carolina – On January 20, 2016 the Company entered into a contract with an independent third party to sell its residential property known as Lake Brandt Apartments for gross proceeds of $20.0 million.  The buyer’s $500,000 deposit under the contract is non-refundable.  If consummated, the sale is expected to close in the second quarter of 2016.  The liquidation value was $20.0 million at March 31, 2016 and December 31, 2015.

· Jacksonville, Florida – On April 13, 2016 the Company entered into a contract with an independent third party to sell its warehouse property in Jacksonville, Florida for gross proceeds of $10.5 million.  The buyer’s $250,000 deposit under the contract is non-refundable.  In connection with the sale, the Company will provide seller financing of up to $8.4 million.  The loan will require interest only payments and will mature three years from the date of sale.  The loan will bear interest at a rate of LIBOR plus 5% with a floor of 6% and a ceiling of 8%.  If consummated, the sale is expected to close in the second quarter of 2016.  The liquidation value was $10.5 million at March 31, 2016 and $11.4 million at December 31, 2015.

Properties Currently Being Marketed for Sale

· One East Erie, Chicago, Illinois – a 126,000 square foot multi-tenanted office property and parking garage.

· 550 Corporetum, Lisle, Illinois – a 169,000 square foot multi-tenanted office property.

· Mentor Building, Chicago, Illinois – a 7,000 square foot retail property.

For a complete list of the Company’s assets, current projected disposition timetable, and March 31, 2016 liquidation value, refer to our quarterly supplemental report at www.winthropreit.com in the Investor Relations section.

Distribution

On April 28, 2016 Winthrop’s Board of Trustees declared a liquidating distribution of $2.00 per common share of beneficial interest payable in cash on May 17, 2016 to common shareholders of record on May 10, 2016.  The liquidating distribution is being paid from sale proceeds.

Conference Call Information

The Company will host a conference call to discuss its first quarter 2016 activities today, Thursday, May 5, 2016 at 12:00 PM Eastern Time.  Interested parties may access the live call by dialing (877) 407-9205 or (201) 689-8054, or via the Internet at www.winthropreit.com within the News and Events section.  An online replay will be available for one year.  A replay of the call will be available through June 5, 2016 by dialing (877) 660-6853; conference ID 13635528.

About Winthrop Realty Trust

Winthrop, headquartered in Boston, Massachusetts, is a NYSE-listed real estate investment trust (REIT).  On August 5, 2014 Winthrop’s shareholders adopted a plan of liquidation pursuant to which Winthrop is liquidating and winding down and, in connection therewith, is seeking to sell its assets in an orderly fashion to maximize shareholder value.  For more information, please visit our web-site at www.winthropreit.com.

Forward-Looking Statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.  The statements in this release state the Company’s and management's hopes, intentions, beliefs, expectations or projections of the future and are forward-looking statements for which the Company claims the protections of the safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995.  It is important to note that future events and the Company’s actual results could differ materially from those described in or contemplated by such forward-looking statements.  Factors that could cause actual results to differ materially from current expectations include, but are not limited to, (i) general economic conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business, (iii) local real estate conditions, (iv) increases in interest rates, (v) increases in operating costs and real estate taxes, (vi) changes in accessibility of debt and equity capital markets and (vii) defaults by borrowers on loans.  Additional information concerning factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company's filings with the Securities and Exchange Commission, copies of which may be obtained from the Company or the Securities and Exchange Commission.  The Company refers you to the documents filed by the Company from time to time with the Securities and Exchange Commission, specifically the section titled "Risk Factors" in the Company's most recent Annual Report on Form 10-K, as may be updated or supplemented in the Company's Form 10-Q filings, which discuss these and other factors that could adversely affect the Company's results.

CONSOLIDATED STATEMENTS OF NET ASSETS

(Liquidation Basis)

(unaudited, in thousands)

	March 31,		December 31,
	2016		2015
ASSETS
Investments in real estate	$	348,770	$	353,862
Equity investments		330,334		327,738
Cash and cash equivalents		18,103		21,128
Restricted cash held in escrows		7,487		6,603
Loans receivable		5,271		5,280
Secured financing receivable		29,320		28,928
Accounts receivable		837		2,090
TOTAL ASSETS		740,122		745,629
LIABILITIES
Mortgage loans payable		171,753		172,095
Liability for non-controlling interests		18,142		17,796
Liability for estimated costs in excess of estimated receipts during liquidation		28,417		29,297
Dividends payable		1,822		1,822
Accounts payable, accrued liabilities and other liabilities		5,717		6,382
Related party fees payable		1,572		1,841
TOTAL LIABILITIES		227,423		229,233
COMMITMENTS AND CONTINGENCIES
Net assets in liquidation	$	512,699	$	516,396

Further details regarding the Company’s results of operations, properties, joint ventures and tenants are available in the Company’s Form 10-Q for the quarter ended March 31, 2016 which will be filed with the Securities and Exchange Commission and will be available for download at the Company’s website www.winthropreit.com or at the Securities and Exchange Commission website www.sec.gov.

# # #

Contact Information:

AT THE COMPANY

John Garilli

Chief Financial Officer

(617) 570-4614

EX-99.2

Winthrop Realty Trust

Supplemental Operating and Financial Data

For the Period Ended March 31, 2016

Winthrop Realty Trust

Remaining Assets

March 31, 2016

The projected disposition date is management's current estimate based on information available.

The actual disposition date may be significantly earlier or later than current estimates.

The Trust's estimates of cash flow are based on assumptions management believes are reasonable under the circumstances. The actual realized cash flows may differ materially.

Assets not sold or paid off by August 5, 2016 will be transferred to the liquidating trust.

Operating Property Assets Under Contract or To Be Marketed before August 1, 2016

							Trust's Share of
		Trust			Square Feet/		Estimated Cash Flow
Operating Properties:	Location	Ownership		Type	Units		Through Disposition (1)(4)
Wholly Owned
Lake Brandt	Greensboro, NC		100%	Multi-Family	284 Units		$	7,081,000
Jacksonville	Jacksonville, FL		100%	Warehouse		588,000	$	11,308,000
Joint Venture Properties
Sullivan Center	Chicago, IL		38%	Retail/Office		946,000	$	92,308,000
High Grove	Stamford, CT		84%	Multi-Family	93 units		$	5,935,000

Loan Assets/Preferred Equity-Expected Repayment (2)

						Trust's Share of
	Trust		Scheduled	Par/Equity		Estimated Cash Flow
Loan Assets/Preferred Equity	Ownership		Maturity/Payoff	Value		Through Disposition (4)
Pre August 2016 Expected Repayment
Churchill - Whole Loan		100%	Jul-16	$	333,000	$	5,000
CDH CDO - Computer Associates - Mezzanine Loan		50%	Aug-16	$	1,601,000	$	815,000
Post August 2016 Expected Repayment
Mentor - Whole Loan		100%	Sep-16	$	2,497,000	$	2,623,000
Concord Debt Holdings - 99 Founders - Mezzanine Loan		67%	Oct-16	$	1,881,000	$	1,344,000
Concord Debt Holdings - Waterfront Plaza - Mezzanine Loan		67%	Oct-16	$	11,000,000	$	7,677,000
Summit Pointe - Preferred Equity		80%	Nov-16	$	5,879,000	$	5,879,000
Poipu Shopping Village - B Note		100%	Jan-17	$	2,746,000	$	2,900,000
CDH CDO - JP Morgan - B Note		50%	Aug-18	$	30,750,000	$	2,462,000

Operating Properties With Indeterminate Marketing Plan

							Trust's Share of		Disposition Date
		Trust			Square Feet/		Estimated Cash Flow		Assumed for
Operating Properties:	Location	Ownership		Type	Units		Through Disposition (4)		Liquidation Accounting (3)
Wholly Owned
550 Corporetum	Lisle, IL		100%	Office		169,000	$	4,147,000	Oct-16
Churchill/Westinghouse	Churchill, PA		100%	Mixed Use		52,000	$	3,718,000	Dec-16
Orlando	Orlando, FL		100%	Office		257,000	$	925,000	Jan-17
One East Erie	Chicago, IL		100%	Office		126,000	$	32,419,000	Aug-17
Plantation	Plantation, FL		100%	Office		120,000	$	11,695,000	Jan-18
Joint Venture Properties
Mentor	Chicago, IL		50%	Retail		7,000	$	2,836,000	Sep-16
1050 Corporetum	Lisle, IL		60%	Office		54,000	$	94,000	Mar-17
Mosaic	Houston, TX		84%	Multi-Family	396 units		$	86,903,000	Jun-17
Atrium	Chicago, IL		50%	Retail		75,000	$	8,631,000	Aug-17
701 7th Ave.	New York, NY		61%	Retail/Office	Under Development		$	207,302,000	Sep-17
RE CDO	Las Vegas, NV		50%	Land			$	2,102,000	Nov-17
450 West 14th Street	New York, NY	var		Office /Retail		104,000	$	30,146,000	Dec-18

(1)  Net of deposits received as of March 31, 2016.

(2)  Does not include loan assets for which there is no expected cash flow.

(3) The projected disposition date is management’s current estimate based on information available.  The actual disposition date may be significantly earlier or later than current estimates.

(4) The Trust’s estimates of cash flow are based on assumptions management believes are reasonable under the circumstances.  The actual realized cash flows may differ materially.

2

Winthrop Realty Trust

Comparison of Realized Sales Proceeds to December 31, 2013 Net Asset Value

	December 31, 2013 Reported NAV Range					Sales Costs Adjustment [1]			December 31, 2013 Modified NAV  Range					Date  Sold/Repaid	Actual Proceeds After Sales Costs [3]
Loans Sold/Repaid
Hotel Wales  - Whole Loan	$	6,000	to	$	6,000	$	-		$	6,000	to	$	6,000	7-Feb-14	$	6,002
San Marbeya - Whole  Loan		13,810	to		13,810		-			13,810	to		13,810	7-Feb-14		13,726
500-512 Seventh Ave - B Note		10,373	to		10,373		-			10,373	to		10,373	7-Feb-14		10,344
Wellington Tower - Mezzanine Loan		3,102	to		3,102		-			3,102	to		3,102	7-Feb-14		3,102
Legacy Orchard - Corporate Loan		9,750	to		9,750		-			9,750	to		9,750	11-Feb-14		9,790
Queensridge - Whole Loan		4,600	to		4,600		-			4,600	to		4,600	31-Mar-14		4,695
Stamford - Mezzanine Loan		9,415	to		9,415		-			9,415	to		9,415	6-Aug-14		9,450
The Shops at Wailea - B Note		7,644	to		7,644		-			7,644	to		7,644	7-Aug-14		7,556
Pinnacle - B Note		5,108	to		5,108		-			5,108	to		5,108	22-Oct-14		4,970
Playa Vista - Mezzanine Loan		12,823	to		14,323		-			12,823	to		14,323	9-Dec-14		19,959	[4	]
Edens Norridge -Mezzanine Loan		16,000	to		16,000		-			16,000	to		16,000	9-Oct-15		19,000	[6	]
Operating Properties Sold
Newbury Apartments - Meriden, CT		5,600	to		5,600		(766	)		4,834	to		4,834	26-Feb-14		5,734
River City - Chicago, IL		5,493	to		5,493		-			5,493	to		5,493	5-Mar-14		5,800
High Point - Hillside, IL		-	to		-		-			-	to		-	5-Mar-14		-
1701 E. Woodfield - Shaumburg, IL		1	to		301		-			1	to		301	5-Mar-14		150
Enterprise - Westchester, IL		-	to		45		-			-	to		45	5-Mar-14		50
Crossroads I and II - Englewood, CO		30,175	to		30,175		(466	)		29,709	to		29,709	1-May-14		30,634
Amherst - Amherst, NY		24,027	to		25,743		(712	)		23,315	to		25,031	25-Jun-14		23,788
Fenway Wateridge - San Diego, CA		350	to		840		-			350	to		840	6-Aug-14		2,383
223 West Jackson - Chicago, IL		5,804	to		6,001		-			5,804	to		6,001	8-Sep-14		5,769
5400 Westheimer - Houston, TX		7,616	to		11,402		-			7,616	to		11,402	15-Oct-14		10,750
Waterford Apartments - Memphis, TN		15,787	to		16,992		(344	)		15,443	to		16,648	16-Oct-14		15,516
Kroger - Atlanta, GA		1,992	to		2,158		(112	)		1,880	to		2,046	20-Oct-14		1,464
Kroger - Greensboro, NC		2,444	to		2,750		(42	)		2,402	to		2,708	20-Oct-14		1,708
San Pedro - San Pedro, CA [2]		20,290	to		20,290		(481	)		19,809	to		19,809	24-Oct-14		23,319	[2	]
Kroger - Louisville, KY		1,945	to		2,140		(180	)		1,765	to		1,960	25-Nov-14		2,320
1515 Market Street - Philadelphia, PA		27,807	to		32,980		(3,433	)		24,374	to		29,547	2-Dec-14		40,304
Sealy Joint Venture - Northwest Atlanta		2,546	to		3,215		-			2,546	to		3,215	23-Dec-14		5,641
South Burlington, VT		1,991	to		2,305		(147	)		1,844	to		2,158	23-Dec-14		2,552
Monroe - Phoenix, AZ [2]		40,579	to		40,579		(578	)		40,001	to		40,001	14-Apr-15		50,072	[2	]
Vintage - Various		67,625	to		77,145		(1,035	)		66,590	to		76,110	1-Jun-15		80,138	[5	]
Cerritos - Cerritos, CA		4,271	to		5,397		(436	)		3,835	to		4,961	16-Sep-15		6,774
Sullivan Center - Chicago, IL		72,820	to		82,633		(128	)		72,692			82,505	27-Apr-16		88,325	[7	]
Totals to Date	$	437,788		$	474,309	$	(8,860	)	$	428,928		$	465,449		$	511,785

Notes

[1] At December 31, 2013, the Net Asset Value reported did not deduct for any costs estimated to be incurred in connection with a sale of the asset.  In order to present a comparable analysis,management has adjusted the previously reported Net Asset Value to give effect for the actual sales costs incurred.

[2] The San Pedro and Monroe properties were encumbered by a cross collateralized loan of $150.0 million.  All of the net proceeds were utilized to pay down the $150.0 million mortgage debt.The actual proceeds after sales are the net proceeds before the paydown of the debt.

[3] Includes sales costs only and does not include prorations for accrued real estate taxes, other liabilities or cash.  Those amounts were reported in the December 31, 2013 supplementseparately under cash and accounts payable.

[4] At December 31, 2013 the Trust owned a 50% interest in this loan.  The remaining 50% interest was purchased in 2014, for $14.0 million, which has been deducted from the actual proceeds.

[5] The Trust contributed an additional $5,645 to the venture on January 2, 2015.  The Trust received $5,740 on the sale of the investment which has been deducted from the actual proceeds.

[6] The investment was not held at December 31, 2013.  The December 2013 NAV above represents the amount invested which amount was included in cash on the December 31, 2013 NAV.On March 5, 2014 the Trust originated a $15,500,000 mezzanine loan and acquired interests in the collateral for $500,000.  Actual proceeds include repayment of the loan and the participation interest, and the sale of its interests in the collateral.

[7]  The Trust contributed an additional $6,792,000 to the venture from October 2015 through January 2016.  The Trust received $6,945,000 related to this investment, which has beendeducted from the actual proceeds.

3

CONSOLIDATED STATEMENTS OF NET ASSETS

(Liquidation Basis)

(unaudited, in thousands)

	March 31,		December 31,
	2016		2015
ASSETS
Investments in real estate	$	348,770	$	353,862
Equity investments		330,334		327,738
Cash and cash equivalents		18,103		21,128
Restricted cash held in escrows		7,487		6,603
Loans receivable		5,271		5,280
Secured financing receivable		29,320		28,928
Accounts receivable		837		2,090
TOTAL ASSETS		740,122		745,629
LIABILITIES
Mortgage loans payable		171,753		172,095
Liability for non-controlling interests		18,142		17,796
Liability for estimated costs in excess of estimated receipts during liquidation		28,417		29,297
Dividends payable		1,822		1,822
Accounts payable, accrued liabilities and other liabilities		5,717		6,382
Related party fees payable		1,572		1,841
TOTAL LIABILITIES		227,423		229,233
COMMITMENTS AND CONTINGENCIES
Net assets in liquidation	$	512,699	$	516,396

4

WINTHROP REALTY TRUST INVESTOR INFORMATION

TRANSFER AGENT	INVESTOR RELATIONS
Computershare Written Requests: P.O. Box 43078 Providence, RI 02940 phone: 800.622.6757 (US, Canada and Puerto Rico) phone: 781.575.4735 (outside US) Overnight Delivery: 250 Royall Street Canton, MA 02021 Internet Inquiries : Investor Centre™ website at www.computershare.com/investor	Carolyn Tiffany, Investor Relations Winthrop Realty Trust P.O. Box 9507 7 Bulfinch Place, Suite 500 Boston, MA 02114-9507 phone: 617.570.4614 fax: 617.570.4746

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