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): July 2, 2012

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (781) 557-1300

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. below):

Item 1.01 Entry into a Material Definitive Agreement.

FSP 303 East Wacker Drive Corp. (the “Registrant”) is a Delaware corporation formed to purchase, own and operate a twenty-eight story multi-tenant office tower containing approximately 859,187 rentable square feet of office and retail space and a 294-stall underground parking garage located in downtown Chicago, Illinois (the “Property”).  The Registrant operates in a manner intended to qualify as a real estate investment trust, or REIT, for federal income tax purposes. The Registrant acquired the Property through FSP 303 East Wacker Drive LLC (the “Property Owner”), a wholly-owned subsidiary of the Registrant.  The sole business of the Property Owner is to own and operate the Property.

The Property Owner and Groupon Inc. (“Groupon”) are parties to a License Agreement dated November 24, 2010, as amended by a First Amendment to License Agreement dated January 7, 2011, as further amended by a Second Amendment to License Agreement dated February 15, 2011, as further amended by a Third Amendment to License Agreement dated May 23, 2011 (as so amended, the “Original License Agreement”), whereby the Property Owner grants to Groupon and Groupon accepts from the Property Owner a license to utilize an aggregate of 226,041 square feet of the Property’s office space. The office space at the Property that is subject to the Original License Agreement consists of the entireties of floors 4, 7, 8, 23, 24 and 25, and a portion of floors 3 and 26. The expiration date of the term of the Original License Agreement is July 31, 2012.

On July 2, 2012, the Property Owner and Groupon entered into a Fourth Amendment to License Agreement (together with the Original License Agreement, the “License Agreement”) that, among other items, (i) extended the term of the Original License Agreement from July 31, 2012 to August 17, 2012 for the portion of the premises located on floors 23 and 24 and (ii) extended the term of the Original License Agreement from July 31, 2012 to July 31, 2013 for the portion of the premises located on floors 3 and 4. More specifically, the portion of the premises located on floors 3 and 4 contains an aggregate of 52,553 square feet of rentable area, or approximately 6.1% of the Property’s rentable area.

The License Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2 and is incorporated herein by reference. The foregoing summary of the License Agreement is qualified in its entirety by the complete text of the License Agreement filed herewith.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

See Exhibit Index attached hereto.

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.

EXHIBIT INDEX