**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

**x****  ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2018or**

**o**** ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-171508-03**

**Central Index Key Number of the issuing entity:0001548266**

**GS Mortgage Securities Trust2012-GCJ7**

**(exact name of the issuing entity as specified in itscharter)**

** **

**Central Index Key Number of the depositor: 0001004158**

**GS Mortgage Securities CorporationII**

**(exact name of the depositor as specified in itscharter)**

** **

**Central Index Key Number of the sponsor: 0001541502**

**Goldman Sachs Mortgage Company**

**(exact name of the sponsor as specified in its charter)**

** **

**Central Index Key Number of the sponsor: 0001555524**

**LoanCore Capital Markets LLC**

**(exact name of the sponsor as specified in its charter)**

**(formerly known asJefferies LoanCore LLC)**

** **

**Central Index Key Number of the sponsor: 0001541001**

**Citigroup Global Markets RealtyCorp.**

**(exact name of the sponsor as specified in its charter)**

** **

**Central Index Key Number of the sponsor: 0001682511**

**Starwood Mortgage Funding I LLC**

**(exact name of the sponsor as specified in its charter)**

** **

| **New York****(State or other jurisdiction of  incorporation or organization of**

**the issuing entity)** | **38-3880056**

**38-3880057**

**38-3880058**

**38-3880059**

**38-3880060**

**38-3880061**

**38-7047664**

**(I.R.S. Employer**

**Identification Numbers)** |
|------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

** **

**c/o Wells Fargo Bank, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principalexecutive offices of the issuing entity)**

**21045**

**(Zip Code)**

**Registrant’s telephone number,including area code:**

**(212) 902-1000**

Securities registered pursuant to Section 12(b) of the Act:None.

Securities registered pursuant to Section 12(g) of the Act:None.

Indicate by check mark if the registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act. o Yes ⌧ No

Indicate by check mark if the registrant is not required tofile reports pursuant to Section 13 or Section 15(d) of the Act. o Yes ⌧No

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. ⌧ Yes oNo

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and postsuch files).

Not applicable.

Indicate by check mark if disclosure of delinquent filers pursuantto Item 405 of Regulation S-K (Section 229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.

Not applicable.

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large acceleratedfiler        o                                                                                                       Accelerated filer                                     o

Non-acceleratedfiler          ⌧ (Do not check if a smallerreporting company)                           Smaller reporting company                    o

                                                                                                                                                       Emerging growthcompany                    o

If an emerging growth company, indicate by check mark if theregistrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant toSection 13(a) of the ExchangeAct.                                            o

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Act). oYes ⌧ No

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price ofsuch common equity, as of the last business day of the registrant’s mostrecently completed second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed alldocuments and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securitiesunder a plan confirmed by a court. oYes oNo

Not applicable.

Indicate the number of shares outstanding of each of the registrant’sclasses of common stock, as of the latest practicable date.

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

List hereunder the following documents if incorporated by referenceand the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which thedocument is incorporated: (1) Any annual report to security holders; (2) Anyproxy or information statement; and (3) Any prospectus filed pursuant to Rule424(b) or (c) under the Securities Act of 1933. The listed documents should beclearly described for identification purposes (e.g., annual report to securityholders for fiscal year ended December 24, 1980).

Not applicable.

 

Deutsche Bank Trust Company Americasacts as trustee of the mortgage loans serviced under the Pooling and ServicingAgreement. Pursuant to the Pooling and Servicing Agreement, the trustee isrequired to provide an assessment of compliance with applicable servicingcriteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements).However, during the reporting period, the trustee did not perform any servicingfunction with respect to the servicing criteria specified in Item1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer,to the extent required, performed the servicing function identified withrespect to Item 1122(d)(2)(iii) of Regulation AB, and each such party includedItem 1122(d)(2)(iii) of Regulation AB in the assessment of compliance withapplicable servicing criteria and accountant’s attestation report for thesubject transaction. As a result, this Annual Report on Form 10-K does notinclude an assessment of compliance with applicable servicing criteria of thetrustee. One or more other servicers of the mortgage loans serviced under thePooling and Servicing Agreement have delivered one or more assessments ofcompliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Commercial Real EstateServices, Inc. and National Tax Search, LLC. These entities were engagedby the master servicer under the Pooling and Servicing Agreement to remit taxpayments received from the escrow accounts of borrowers to local taxingauthorities, to report tax amounts due, to verify tax parcel information, andto verify non-escrow tax payments. These servicing functions are includedwithin the servicing criteria set forth in Items 1122(d)(4)(xi) and1122(d)(4)(xii) of Regulation AB. Therefore, under the principles-baseddefinition of “servicer” set forth in Item 1101(j) of Regulation AB that looksto the functions that an entity performs, these vendors are “servicers” for thepurposes of Item 1122 of Regulation AB. *See* Compliance andDisclosure Interpretations, Section 301.01 (Item 1101(j)).

**PART I**

**Item 1. Business.**

Omitted.

**Item 1A. Risk Factors.**

Omitted.

**Item 1B. Unresolved Staff Comments.**

None.

**Item 2. Properties.**

Omitted.

**Item 3. Legal Proceedings.**

Omitted.

**Item 4. Mine Safety Disclosures.**

Not applicable.

**PART II**

**Item 5. Market for Registrant’s Common Equity, RelatedStockholder Matters and Issuer Purchases of Equity Securities.**

Omitted.

**Item 6. Selected Financial Data.**

Omitted.

**Item 7. Management’s Discussion and Analysis of FinancialCondition and Results of Operations.**

Omitted.

**Item 7A. Quantitative and Qualitative Disclosures AboutMarket Risk.**

Omitted.

**Item 8. Financial Statements and Supplementary Data.**

Omitted.

**Item 9. Changes in and Disagreements With Accountants onAccounting and Financial Disclosure.**

Omitted.

**Item 9A. Controls and Procedures.**

Omitted.

**Item 9B. Other Information.**

None.

**PART III**

**Item 10. Directors, Executive Officers and CorporateGovernance.**

Omitted.

**Item 11. Executive Compensation.**

Omitted.

**Item 12. Security Ownership of Certain Beneficial Ownersand Management and Related Stockholder Matters.**

Omitted.

**Item 13. Certain Relationships and Related Transactions,and Director Independence.**

Omitted.

**Item 14. Principal Accounting Fees and Services.**

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

**Item 1112(b) of Regulation AB, Significant ObligorFinancial Information.**

No single obligor represents 10% or more of the pool assetsheld by the issuing entity.

**Item 1114(b)(2) of Regulation AB, Significant EnhancementProvider Financial Information.**

No entity or group of affiliated entities provides any external creditenhancement or other support for the certificates within this transaction asdescribed under Item 1114(a) of Regulation AB.

**Item 1115(b) of Regulation AB, Certain DerivativesInstruments (Financial Information).**

No entity or group of affiliated entities provides anyderivative instruments or other support for the certificates within this transactionas described under Item 1115 of Regulation AB.

**Item 1117 of Regulation AB, Legal Proceedings.**

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routine litigationincidental to the duties of those respective parties, and the following, withrespect to Deutsche Bank Trust Company Americas, as trustee and Wells FargoBank, National Association, as certificate administrator and custodian:

Deutsche Bank Trust Company Americas (“DBTCA”) andDeutsche Bank National Trust Company (“DBNTC”) have been sued byinvestors in civil litigation concerning their role as trustees of certain RMBStrusts. 

On June 18, 2014, a group of investors, including fundsmanaged by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed anaction against DBNTC and DBTCA in New York State Supreme Court alleging thatDBNTC and DBTCA failed to perform purported duties, as trustees for 544private-label RMBS trusts, to enforce breaches of representations andwarranties as to mortgage loans held by the trusts and to enforce breaches byservicers of their mortgage loan servicing obligations for the trusts. During the course of the litigation, plaintiffs dismissed the case from New YorkState Supreme Court and refiled two separate cases, one in the U.S. DistrictCourt for the Southern District of New York (the “BlackRock SDNY Case”)and the other in the Superior Court of California, Orange County (the “BlackRockCalifornia Case”).  Pursuant to a settlement among the parties, theBlackRock SDNY Case was dismissed on December 6, 2018 and the BlackRockCalifornia Case was dismissed on January 11, 2019.

On September 27, 2017, DBTCA was added as a defendant to acase brought by certain special purpose entities including Phoenix Light SFLimited in the U.S. District Court for the Southern District of New York, inwhich the plaintiffs previously alleged incorrectly that DBNTC served astrustee for all 43 of the trusts at issue.  On September 27, 2017,plaintiffs filed a third amended complaint that names DBTCA as a defendant inaddition to DBNTC.  DBTCA serves as trustee for one of the 43 trusts atissue.  DBNTC serves as trustee for the other 42 trusts at issue. Plaintiffs’ third amended complaint brings claims for violation of the U.S.Trust Indenture Act of 1939 (“TIA”); breach of contract; breach offiduciary duty; negligence and gross negligence; violation of New York’s StreitAct; and breach of the covenant of good faith.  However, in the thirdamended complaint, plaintiffs acknowledge that, before DBTCA was added to thecase, the court dismissed plaintiffs’ TIA Act claims, negligence and grossnegligence claims, Streit Act claims, claims for breach of the covenant of goodfaith, and certain theories of plaintiffs’ breach of contract claims, andplaintiffs only include these claims to preserve any rights on appeal. Plaintiffs allege damages of “hundreds of millions of dollars.”  OnNovember 13, 2017, DBNTC and DBTCA filed an answer to the third amendedcomplaint.  On December 7, 2018, DBNTC and DBTCA filed a motion forsummary judgment.  Also on December 7, 2018, plaintiffs, jointly withCommerzbank AG (see description of Commerzbank case below), filed a motion forpartial summary judgment.

On November 30, 2017, DBTCA was added as a defendant to acase brought by Commerzbank AG (“Commerzbank”) in the U.S. DistrictCourt for the Southern District of New York, in which Commerzbank previouslyalleged incorrectly that DBNTC served as trustee for all 50 of the trusts atissue.  On November 30, 2017, Commerzbank filed a second amended complaintthat names DBTCA as a defendant in addition to DBNTC.  DBTCA serves astrustee for 1 of the 50 trusts at issue.  DBNTC serves as trustee for theother 49 trusts at issue.  Commerzbank’s second amended complaint bringsclaims for violation of the TIA; breach of contract; breach of fiduciary duty;negligence; violation of the Streit Act; and breach of the covenant of goodfaith.  However, in the second amended complaint, Commerzbank acknowledgesthat, before DBTCA was added to the case, the court dismissed Commerzbank’s TIAclaims for the trusts governed by pooling and servicing agreements, as well asits Streit Act claims and claims for breach of the covenant of good faith, andCommerzbank only includes these claims to preserve any rights on appeal. The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank tosuffer “hundreds of millions of dollars in losses,” but the complaint does notinclude a demand for money damages in a sum certain.  On January 29, 2018,DBNTC and DBTCA filed an answer to the second amended complaint.  OnDecember 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, Commerzbank, jointly with the Phoenix Lightplaintiffs, filed a motion for partial summary judgment.

On December 30, 2015, IKB International, S.A. in Liquidationand IKB Deutsche Industriebank A.G. (collectively, “IKB”), as aninvestor in 37 RMBS trusts, filed a summons with notice in the Supreme Court ofthe State of New York, New York County, against DBNTC and DBTCA as trustees ofthe trusts.  On May 27, 2016, IKB served its complaint asserting claimsfor breach of contract, breach of fiduciary duty, breach of duty to avoidconflicts of interest, violation of the Streit Act, violation of the TIA,violation of Regulation AB, and violation of Section 9 of the UniformCommercial Code.  IKB alleges that DBNTC and DBTCA are liable for overU.S. $268 million in damages.  On October 5, 2016, DBNTC and DBTCA,together with several other trustees defending lawsuits by IKB, filed a jointmotion to dismiss.  On January 6, 2017 and June 20, 2017, IKB voluntarilydismissed with prejudice all claims as to seven trusts.  As of March 1,2019, DBNTC and DBTCA’s motion to dismiss has been briefed and is awaitingdecision by the court.

It is DBTCA’s belief that it has no pending legal proceedings(including, based on DBTCA’s present evaluation, the litigation disclosed inthe foregoing paragraphs) that would materially affect its ability to performits duties under the related servicing agreement for this transaction.

Since June 18, 2014, a group of institutional investors havefiled civil complaints in the Supreme Court of the State of New York, New YorkCounty, and later the U.S. District Court for the Southern District of New Yorkagainst Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in its capacity astrustee for certain residential mortgage backed securities (“RMBS”)trusts.  The complaints against Wells Fargo Bank alleged that the trusteecaused losses to investors and asserted causes of action based upon, amongother things, the trustee's alleged failure to: (i) notify and enforcerepurchase obligations of mortgage loan sellers for purported breaches ofrepresentations and warranties, (ii) notify investors of alleged events ofdefault, and (iii) abide by appropriate standards of care following allegedevents of default. Relief sought included money damages in an unspecified amount,reimbursement of expenses, and equitable relief. Wells Fargo Bank has reachedan agreement, in which it denies any wrongdoing, to resolve these claims on aclasswide basis for the 271 RMBS trusts currently at issue.  Thesettlement agreement is subject to court approval.  Separate lawsuitsagainst Wells Fargo Bank making similar allegations filed by certain otherinstitutional investors concerning 57 RMBS trusts in New York federal and statecourt are not covered by the agreement.  With respect to the foregoinglitigations, Wells Fargo Bank believes plaintiffs' claims are without merit andintends to contest the claims vigorously, but there can be no assurances as tothe outcome of the litigations or the possible impact of the litigations onWells Fargo Bank or the RMBS trusts.

**Item 1119 of Regulation AB, Affiliations and CertainRelationships and Related Transactions.**

The information regarding this Item has been previouslyprovided in a prospectus supplement of the Registrant relating to the issuingentity filed on June 5, 2012 pursuant to Rule 424(b)(5).

**Item 1122 of Regulation AB, Compliance with ApplicableServicing Criteria.**

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the mortgage loans are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit Oto the Pooling and Servicing Agreement incorporated by reference as Exhibit 4to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the transaction responsible for eachapplicable servicing criteria set forth in Item 1122(d).

The report on assessment of compliance with applicableservicing criteria furnished pursuant to Item 1122 of Regulation AB byCWCapital Asset Management LLC (“CWCAM”) discloses that a materialinstance of noncompliance occurred, as described below:

Material Instance of Noncompliance:

1122(d)(2)(vii): “Reconciliations areprepared on a monthly basis for all asset-backed securities related bankaccounts, including custodial accounts and related bank clearing accounts.These reconciliations: (A) are mathematically accurate; (B) are prepared within30 calendar days after the bank statement cutoff date, or such other number ofdays specified in the transaction agreements; (C) are reviewed and approved bysomeone other than the person who prepared the reconciling items; and (D)contain explanations for reconciling items. These reconciling items areresolved within 90 calendar days of their original identification, or suchother number of days specified in the transaction agreements.”

The instance of materialnoncompliance, for the reporting period included a failure to complete therequired bank reconciliations within 30 calendar days after the bank statementcutoff date.  In five of the twelve months related to the reportingperiod, the required reconciliations were not completed within the 30 calendardays requirement as follows: 

February 2018: bank reconciliationswere prepared on June 22, 2018

March 2018: bank reconciliationswere prepared on May 1, 2018

September 2018: bankreconciliations were prepared on November 6, 2018

November 2018: bank reconciliationswere prepared on February 19, 2019

December 2018: bank reconciliationswere prepared on February 6, 2019

The identified instances did notinvolve the servicing of assets included in this securitization.

Steps Taken to Remedy the Material Instance of Noncompliance

In response to the lack of adherenceto company policy and procedures, CWCAM’s Compliance Committee reviewed thereasons for noncompliance and added two additional procedures to supplement itsexisting procedures: 

1) theaccounting department has added the completion of bank account reconciliationswithin 30 calendar days to its monthly closing checklist, which is reviewed andsigned off by a CWCAM officer; and 

2) the Chief Financial Officer has setup a monthly electronic reminder requiring that the completed bankreconciliations be forwarded to the CFO for an additional layer of review.

**Item 1123 of Regulation AB, Servicer Compliance Statement.**

The servicer compliance statements are attached as Exhibitsto this Annual Report on Form 10-K.

**PART IV**

**Item 15. Exhibits, Financial Statement Schedules**

(a) The following is a list of documents filed as part ofthis Annual Report on Form 10-K:

(1) Not applicable

(2) Not applicable

(3) See below

4             Poolingand Servicing Agreement, dated as of June 1, 2012, by and among GS MortgageSecurities Corporation II, as Depositor, Wells Fargo Bank, National Association,as Master Servicer, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Special Servicer, Situs Holdings, LLC, as Operating Advisor,Wells Fargo Bank, National Association, as Certificate Administrator andDeutsche Bank National Trust Company, as Trustee (filed as Exhibit 4 to theregistrant’s Current Report on Form 8-K filed on July 23, 2012 under CommissionFile No. 333-171508-03 and incorporated by reference herein).

10.1        MortgageLoan Purchase Agreement, dated as of June 1, 2012, between GS MortgageSecurities Corporation II and Goldman Sachs Mortgage Company (filed as Exhibit10.1 to the registrant’s Current Report on Form 8-K filed on July 23, 2012under Commission File No. 333-171508-03 and incorporated by reference herein)

10.2        MortgageLoan Purchase Agreement, dated as of June 1, 2012, between GS MortgageSecurities Corporation II and Citigroup Global Markets Realty Corp. (filed asExhibit 10.2 to the registrant’s Current Report on Form 8-K filed on July 23,2012 under Commission File No. 333-171508-03 and incorporated by referenceherein)

10.3        MortgageLoan Purchase Agreement, dated as of June 1, 2012, between GS MortgageSecurities Corporation II and Archetype Mortgage Funding I LLC (filed asExhibit 10.3 to the registrant’s Current Report on Form 8-K filed on July 23,2012 under Commission File No. 333-171508-03 and incorporated by referenceherein)

10.4        MortgageLoan Purchase Agreement, dated as of June 1, 2012, between GS MortgageSecurities Corporation II and Jefferies LoanCore LLC (filed as Exhibit 10.4 tothe registrant’s Current Report on Form 8-K filed on July 23, 2012 underCommission File No. 333-171508-03 and incorporated by reference herein)

31           Rule 13a-14(d)/15d-14(d) Certifications.

33           Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

 

33.1        Wells Fargo Bank,National Association, as Master Servicer

33.2        CWCapital AssetManagement LLC, as Special Servicer

33.3        Deutsche Bank Trust Company Americas, as Trustee(Omitted. See Explanatory Notes.)

33.4        Wells Fargo Bank,National Association, as Certificate Administrator

33.5        Wells Fargo Bank,National Association, as Custodian

33.6        Situs Holdings, LLC, asOperating Advisor

33.7        CoreLogic CommercialReal Estate Services, Inc., as Servicing Function Participant

33.8        National Tax Search,LLC, as Servicing Function Participant

 

34           Attestationreports on assessment of compliance with servicing criteria for asset-backedsecurities.

 

34.1        Wells Fargo Bank,National Association, as Master Servicer

34.2        CWCapital AssetManagement LLC, as Special Servicer

34.3        Deutsche Bank Trust Company Americas, as Trustee(Omitted. See Explanatory Notes.)

34.4        Wells Fargo Bank,National Association, as Certificate Administrator

34.5        Wells Fargo Bank,National Association, as Custodian

34.6        Situs Holdings, LLC, asOperating Advisor

34.7        CoreLogic CommercialReal Estate Services, Inc., as Servicing Function Participant

34.8        National Tax Search,LLC, as Servicing Function Participant

 

35           Servicer compliance statements.

 

35.1        Wells Fargo Bank,National Association, as Master Servicer

35.2        CWCapital AssetManagement LLC, as Special Servicer

35.3        Wells Fargo Bank,National Association, as Certificate Administrator

(b)   The exhibits required to be filed by theRegistrant pursuant to Item 601 of Regulation S-K are listed above.

(c)    Not Applicable.

 

 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

GS Mortgage Securities CorporationII(Depositor)

/s/ LeahNivison

LeahNivison, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 20, 2019