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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
December 30, 2021
Date of Report (date of earliest event reported)
Copper Property CTL Pass Through Trust
(Exact name of registrant as specified in its charter)
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New York | 000-56236 | 85-6822811 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 3 Second Street, Suite 206 | | | |
| Jersey City, NJ | | 07311-4056 | |
| (Address of Principal Executive Offices) | | (Zip Code) | |
(201) 839-2200
Registrant’s telephone number, including area code
Not Applicable
(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 communications 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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 30, 2021, Copper Property CTL Pass Through Trust (the “Trust”) amended its Amended and Restated Pass Through Trust Agreement, dated January 30, 2021 (the “Trust Agreement”), without the consent of its certificateholders as provided in the Trust Agreement, to permit the Trust to invest moneys held by the Trust in the accounts provided for by the Trust Agreement instead of holding them in non-interest bearing accounts.
The foregoing description of the amendments to the Trust Agreement is qualified in its entirety by reference to the full text of the Amendment No. 2 to the Trust Agreement a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Number
3.1 Amendment No. 2 to Amended and Restated Pass Through Trust Agreement, dated December 30, 2021.
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.
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| COPPER PROPERTY CTL PASS THROUGH TRUST |
| By: | /s/ Larry Finger | |
| | Larry Finger | |
| | Principal Financial Officer | |
Date: December 30, 2021 | | | |
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