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 20, 2017 (April 17, 2017)

INLAND REAL ESTATE INCOME TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)

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:

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 [X]

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. [X]

On April 17, 2017, Inland Real Estate Income Trust, Inc. (the “Company”) entered into a third amendment (the “Amendment”) to its credit agreement dated September 30, 2015 with KeyBank National Association, as administrative agent and as a lender, and certain other lenders named therein (as amended, the “Credit Agreement”). Effective as of March 31, 2017, the Amendment amends provisions relating to, among other things, (i) consolidated tangible net worth, (ii) adjusted NOI, (iii) net operating income and (iv) excluded tenant replacement. Specifically, the Amendment changes the consolidated tangible net worth covenant the Company must maintain to $500,000,000 beginning with the fiscal calendar quarter ending March 31, 2017. The Amendment also modifies the definition of “Adjusted NOI” to provide for a method of calculating the net operating income for a property with an Excluded Tenant Replacement and the definition of “Net Operating Income” to include income from Excluded Tenant Replacements. The Amendment adds the term “Excluded Tenant Replacement,” which is defined as a tenant under a lease with a term of at least three years who is paying rent and occupying space (in whole or in part) formerly leased to an Excluded Tenant (as defined in the Credit Agreement) that was operating as a Sports Authority.

The information set forth above does not purport to be complete in scope and is qualified in its entirety by the full text of the Amendment, which is attached to this Current Report as Exhibit 10.1 and incorporated into this Item 1.01 by reference.

Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

(d)       Exhibits.

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.

EXHIBIT INDEX

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