**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, 2022or**

**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: 333-195164-14**

**Central Index Key Number of the issuing entity:0001652884**

**Wells Fargo Commercial MortgageTrust 2015-NXS3**

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

** **

**Central Index Key Number of the depositor: 0000850779**

**Wells Fargo Commercial MortgageSecurities, Inc.**

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

** **

**Central Index Key Number of the sponsor: 0000740906**

**Wells Fargo Bank, NationalAssociation**

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

** **

**Central Index Key Number of the sponsor: 0001542256**

**Natixis Real Estate Capital LLC**

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

** **

**Central Index Key Number of the sponsor: 0001624053**

**Argentic Real Estate Finance LLC**

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

**(formerly known asSilverpeak Real Estate Finance LLC)**

** **

**Central Index Key Number of the sponsor: 0001577313**

**National Cooperative Bank, N.A.**

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

** **

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

**the issuing entity)** | **38-3976124**

**38-3976125**

**38-3976126 **

**38-7143602**

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

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

**c/o Computershare Trust Company, National Association, as agent for**

**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:**

**(704) 374-6161**

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---------------------|-------------------|-------------------------------------------|
| None                |              |                                      |

 

 

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

Indicate by check mark if the registrant is a well-knownseasoned issuer, 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 o No

Indicate by check mark whether the registrant has submittedelectronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (Section 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).

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                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧  (Do not check if asmaller reporting company)                          Smaller reportingcompany                    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 Exchange Act.  o

Indicate by check mark whether the registrant has filed areport on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of theAct, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issuedfinancial statements. o

Indicate by check mark whether any of those error correctionsare restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b). o

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

Not applicable.

Indicate the number of shares outstanding of each of theregistrant’s classes of common stock, as of the latest practicable date.

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

List hereunder the following documents if incorporated byreference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) intowhich the document is incorporated: (1) Any annual report to security holders;(2) Any proxy or information statement; and (3) Any prospectus filed pursuantto Rule 424(b) or (c) under the Securities Act of 1933. The listed documentsshould be clearly described for identification purposes (e.g., annual report tosecurity holders for fiscal year ended December 24, 1980).

Not applicable.

 

** **

**EXPLANATORY NOTES**

The Yosemite Resorts Mortgage Loan, whichconstituted approximately 8.1% of the asset pool of the issuing entity as ofits cut-off date, is an asset of the issuing entity and is part of a loancombination that includes the Yosemite Resorts Mortgage Loan and one other *paripassu* loan, which is not an asset of the issuing entity. This loancombination, including the Yosemite Resorts Mortgage Loan, is being servicedand administered pursuant to the Pooling and Servicing Agreement, which isincorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Hilton Nashville Mortgage Loan, whichconstituted approximately 6.1% of the asset pool of the issuing entity as ofits cut-off date.  The Hilton Nashville Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the HiltonNashville Mortgage Loan and one other *pari passu* loan, which is not anasset of the issuing entity. The other *pari passu* portion of the loancombination was securitized in the Citigroup Commercial Mortgage Trust 2015-P1transaction, Commission File Number 333-189017-10 (the “CGCMT 2015-P1Transaction”). This loan combination, including the Hilton NashvilleMortgage Loan, is being serviced and administered pursuant to the pooling andservicing agreement for the CGCMT 2015-P1 Transaction, which is incorporated byreference as Exhibit 4.2 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 11 Madison Avenue Mortgage Loan, whichconstituted approximately 4.3% of the asset pool of the issuing entity as ofits cut-off date.  The 11 Madison Avenue Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the 11 MadisonAvenue Mortgage Loan and fifteen other *pari passu* loans and threesubordinate companion loans, which are not assets of the issuing entity. A *paripassu* portion of the loan combination was securitized in the MAD 2015-11MDMortgage Trust transaction (the “MAD 2015-11MD Transaction”). This loancombination, including the 11 Madison Avenue Mortgage Loan, is being servicedand administered pursuant to the trust and servicing agreement for the MAD2015-11MD Transaction, which is incorporated by reference as Exhibit 4.3 tothis Annual Report on Form 10-K.

The master servicer of a poolingand servicing agreement or trust and servicing agreement also functions as theprimary servicer of the related mortgage loans serviced and administeredpursuant to such agreement unless a separate primary servicer is identifiedherein.  If this report does not identify a separate primary servicer, theservicer compliance statement provided by the master servicer under any suchagreement also encompasses its responsibilities as primary servicer of therelated mortgage loan or mortgage loans.

Wells Fargo Bank,National Association is the master servicer (except with respect to thosemortgage loans for which National Cooperative Bank, N.A. is the masterservicer) and certificate administrator of the mortgage loans serviced underthe Pooling and Servicing Agreement and the primary servicer of the HiltonNashville Mortgage Loan. As a result, Wells Fargo Bank, National Association isa “servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in thecapacities described above, because it is servicing mortgage loans thatconstituted 10% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby Wells Fargo Bank, National Association in the capacities described above arelisted in the Exhibit Index.

Wells Fargo Bank, NationalAssociation is the custodian of the mortgage loans serviced under the Poolingand Servicing Agreement, the Hilton Nashville Mortgage Loan and the 11 MadisonAvenue Mortgage Loan.  As a result, Wells Fargo Bank, National Associationis a servicing function participant in the capacities described above, becauseit is servicing mortgage loans that constituted 5% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria and accountants’ attestation reports delivered byWells Fargo Bank, National Association in the capacities described above arelisted in the Exhibit Index.

LNR Partners,LLC is the special servicer of the mortgage loans serviced under the Poolingand Servicing Agreement and the special servicer of the Hilton NashvilleMortgage Loan. As a result, LNR Partners, LLC is a “servicer” as defined inItem 1108(a)(2)(iii) of Regulation AB, in the capacities described above,because it is servicing mortgage loans that constituted 10% or more of theassets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria, accountants’ attestation reportsand servicer compliance statements delivered by LNR Partners, LLC in thecapacities described above are listed in the Exhibit Index.

NationalCooperative Bank, N.A., the NCB master servicer and NCB special servicer, is alsoa sponsor. Therefore, the Depositor included in this Annual Report on Form 10-Ka servicer compliance statement for National Cooperative Bank, N.A. pursuant toItem 1123.  Because National Cooperative Bank, N.A. is servicing less than5% of the pool assets, an assessment of compliance with applicable servicingcriteria and an accountants’ attestation report pursuant to Item 1122 ofRegulation AB are not required by Regulation AB. As the attestation made in theservicer compliance statement required by Item 1123 relates to a review of theservicing activities of National Cooperative Bank, N.A. under the applicableservicing agreement, and that review was conducted in conjunction with theservicer’s preparation of its assessment of compliance with applicableservicing criteria, that assessment of compliance with applicable servicingcriteria and the accompanying accountants’ attestation report are included inthis Annual Report on Form 10-K for the sake of completeness.

Wilmington Trust, NationalAssociation acts as trustee of the mortgage loans serviced under the Poolingand Servicing Agreement and the 11 Madison Avenue Mortgage Loan.  Pursuantto the Pooling and Servicing Agreement and the trust and servicing agreementfor the MAD 2015-11MD Transaction, the trustee is required to provide anassessment of compliance with applicable servicing criteria solely with respectto Item 1122(d)(2)(iii) of Regulation AB (regarding advances of funds orguarantees regarding collections, cash flows or distributions, and any interestor other fees charged for such advances, are made, reviewed and approved asspecified in the transaction agreements). However, during the reporting period,the trustee did not perform any servicing function with respect to theservicing criteria specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer, to the extent required, performedthe servicing function identified with respect to Item 1122(d)(2)(iii) ofRegulation AB, and each such party included Item 1122(d)(2)(iii) of RegulationAB in the assessment of compliance with applicable servicing criteria andaccountant’s attestation report for the subject transaction.  As a result,this Annual Report on Form 10-K does not include an assessment of compliancewith applicable servicing criteria of the trustee. One or more other servicersof the mortgage loans serviced under the Pooling and Servicing Agreement andthe 11 Madison Avenue Mortgage Loan have delivered one or more assessments ofcompliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

Deutsche Bank Trust CompanyAmericas acts as trustee of the Hilton Nashville Mortgage Loan.  Pursuantto the pooling and servicing agreement for the CGCMT 2015-P1 Transaction, thetrustee is required to provide an assessment of compliance with applicableservicing criteria 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 Item 1122(d)(2)(iii)of Regulation AB.  The master servicer or the special servicer, to theextent required, performed the servicing function identified with respect toItem 1122(d)(2)(iii) of Regulation AB, and each such party included Item1122(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 doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of the Hilton Nashville Mortgage Loanhave delivered one or more assessments of compliance with respect to Item1122(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 Solutions, LLC.  Thisentity was engaged by the master servicer under the Pooling and ServicingAgreement (except with respect to those mortgage loans for which NationalCooperative Bank, N.A. is the master servicer) and the primary servicer of theHilton Nashville Mortgage Loan to remit tax payments received from the escrowaccounts of borrowers to local taxing authorities, to report tax amounts due,to verify tax parcel information, and to verify non-escrow tax payments. Theseservicing functions are included within the servicing criteria set forth inItems 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB.  Therefore,under the principles-based definition of “servicer” set forth in Item 1101(j)of Regulation AB that looks to the functions that an entity performs, thisvendor is a “servicer” for the purposes of Item 1122 of Regulation AB.  *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

This Annual Report on Form 10-Kincludes an assessment of compliance with applicable servicing criteria,accountants’ attestation report and servicer compliance statement fromComputershare Trust Company, National Association (“CTCNA”).  CTCNAwas engaged by Wells Fargo Bank, National Association (“Wells Fargo”),in its capacity as certificate administrator and custodian, to perform certainspecified servicing functions identified in the assessment of compliance withapplicable servicing criteria and accountants’ attestation reports.  WellsFargo engaged CTCNA in connection with the sale of Wells Fargo’s corporatetrust services business to CTCNA and its affiliates.  Further, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this partyis a “servicer” for the purposes of Item 1123 of Regulation AB.  SeeCompliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the 11 Madison Avenue Mortgage Loan and the Hilton NashvilleMortgage Loan are omitted from this Annual Report on Form 10-K as thecertificate administrator pursuant to the related pooling and servicingagreement or trust and servicing agreement does not perform any activities thataddress servicing criteria with respect to the issuing entity and because theyare each not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through(iii) of Regulation AB.

With respect to the *pari passu*loan combination that includes the 11 Madison Avenue Mortgage Loan, (i) thereports on assessment of compliance with servicing criteria and attestationreports on assessment of compliance with servicing criteria of KeyBank NationalAssociation as primary servicer and special servicer of the 11 Madison AvenueMortgage Loan, listed on the Exhibit Index are omitted from this Annual Report onForm 10-K as they are not required to be included on this Annual Report on Form10-K per Instruction 3 to Item 1122 of Regulation AB because it is a partyperforming activities that address servicing criteria relating to 5% or less ofthe assets of the issuing entity; and (ii) the servicer compliance statement ofKeyBank National Association as primary servicer and special servicer of the 11Madison Avenue Mortgage Loan, listed on the Exhibit Index is omitted from thisAnnual Report on Form 10-K as it is not required by Item 1123 of Regulation ABto be included on this Annual Report on Form 10-K because it is an unaffiliatedparty that is not a “servicer” that meets the criteria in Item 1108(a)(2)(i)through (iii) of Regulation AB.

**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,Related Stockholder Matters and Issuer Purchases of Equity Securities.**

Omitted.

**Item 6.**

[Reserved].

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

Omitted.

**Item 7A.  Quantitative and Qualitative DisclosuresAbout Market Risk.**

Omitted.

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

Omitted.

**Item 9.  Changes in and Disagreements WithAccountants on Accounting and Financial Disclosure.**

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

**Item 9C.  Disclosure Regarding Foreign Jurisdictionsthat Prevent Inspections.**

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

**Item 13.  Certain Relationships and RelatedTransactions, and Director Independence.**

Omitted.

**Item 14.  Principal Accountant 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 thistransaction as 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 routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to Deutsche Bank Trust Company Americas, as trustee,and Wells Fargo Bank, National Association, as certificate administrator andcustodian. 

Deutsche Bank Trust Company Americas (“DBTCA”) and DeutscheBank National Trust Company (“DBNTC”) have been sued by investors in civillitigation concerning their role as trustees of certain residentialmortgage-backed securities (“RMBS”) trusts. 

 

On June 18, 2014, a group of investors,including funds managed by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., andothers, filed an action against DBNTC and DBTCA in New York State Supreme Courtalleging that DBNTC and DBTCA failed to perform purported duties, as trusteesfor 544 private-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 NewYork State Supreme Court and refiled two separate cases, one in the U.S.District Court for the Southern District of New York (the “*BlackRock*SDNYCase”) and the other in the Superior Court of California, Orange County (the “*BlackRock*California Case”).  Pursuant to a settlement among the parties, the *BlackRock*SDNY Case was dismissed on December 6, 2018, and the *BlackRock*CaliforniaCase was dismissed on January 11, 2019.

 

On September 27, 2017, DBTCA was addedas a defendant to a case brought by certain special purpose entities includingPhoenix Light SF Limited in the U.S. District Court for the Southern Districtof New York, in which the plaintiffs previously alleged incorrectly that DBNTCserved as trustee for all 43 of the trusts at issue.  On September 27,2017, plaintiffs filed a third amended complaint that names DBTCA as adefendant in addition to DBNTC.  DBTCA serves as trustee for one of the 43trusts at issue.  DBNTC serves as trustee for the other 42 trusts atissue.  Plaintiffs’ third amended complaint brings claims for violation ofthe 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 October 27, 2021, DBNTC and DBTCA filed asupplemental motion for summary judgment relating to plaintiffs’standing.  On February 8, 2022, the court issued an order in which itgranted DBNTC and DBTCA’s supplemental motion for summary judgment, granted inpart DBNTC and DBTCA’s initial motion for summary judgment, and deniedplaintiffs’ motion for partial summary judgment.  As a result of thatorder, all of plaintiffs’ claims were dismissed with prejudice. On March 10,2022, plaintiffs filed a notice of appeal to the United States Court of Appealsfor the Second Circuit with respect to the court’s orders on the motions todismiss and for summary judgment.

 

On November 30, 2017, DBTCA was addedas a defendant to a case brought by Commerzbank AG (“Commerzbank”) in the U.S.District Court for the Southern District of New York, in which Commerzbankpreviously alleged incorrectly that DBNTC served as trustee for all 50 of thetrusts at issue.  On November 30, 2017, Commerzbank filed a second amendedcomplaint that names DBTCA as a defendant in addition to DBNTC.  DBTCAserves as trustee for 1 of the 50 trusts at issue.  DBNTC serves astrustee for the other 49 trusts at issue.  Commerzbank’s second amendedcomplaint brings claims for violation of the TIA; breach of contract; breach offiduciary duty; negligence; violation of the Streit Act; and breach of thecovenant of good faith.  However, in the second amended complaint,Commerzbank acknowledges that, before DBTCA was added to the case, the courtdismissed Commerzbank’s TIA claims for the trusts governed by pooling andservicing agreements, as well as its Streit Act claims and claims for breach ofthe covenant of good faith, and Commerzbank only includes these claims topreserve any rights on appeal.  The second amended complaint alleges thatDBNTC and DBTCA caused Commerzbank to suffer “hundreds of millions of dollarsin losses,” but the complaint does not include a demand for money damages in asum certain.  On January 29, 2018, DBNTC and DBTCA filed an answer to thesecond amended complaint.  On December 7, 2018, DBNTC and DBTCA filed amotion for summary judgment.  Also on December 7, 2018, Commerzbank,jointly with the *Phoenix Light*plaintiffs, filed a motion for partialsummary judgment.  On February 8, 2022, the courtissued an order in which it granted in part DBNTC and DBTCA’s motion forsummary judgment and denied plaintiffs’ motion for partial summaryjudgment.  As a result of that order, many of plaintiffs’ claims andtheories were dismissed with prejudice.  Discovery is ongoing.

 

On December 30, 2015, IKBInternational, S.A. in Liquidation and IKB Deutsche Industriebank A.G.(collectively, “IKB”), as an investor in 37 RMBS trusts, filed a summons withnotice in the Supreme Court of the State of New York, New York County, againstDBNTC and DBTCA as trustees of the trusts.  On May 27, 2016, IKB servedits complaint asserting claims for breach of contract, breach of fiduciaryduty, breach of duty to avoid conflicts of interest, violation of the StreitAct, violation of the TIA, violation of Regulation AB, and violation of Section9 of the Uniform Commercial Code.  IKB alleges that DBNTC and DBTCA areliable for over U.S. $268 million in damages.  On October 5, 2016, DBNTCand DBTCA, together with several other trustees defending lawsuits by IKB,filed a joint motion to dismiss.  On January 6, 2017 and June 20, 2017,IKB voluntarily dismissed with prejudice all claims as to seven trusts.  On January 27, 2021, the court granted in part and deniedin part DBNTC and DBTCA’s motion to dismiss.  The court granted the motionto dismiss with respect to IKB’s claims for violations of the Streit Act,Regulation AB, and Section 9 of the Uniform Commercial Code, as well as certainaspects of IKB’s claims for breach of contract, breach of fiduciary duty, andviolation of the TIA.  The court denied the remainder of the motion todismiss.  IKB’s remaining claims for breachof contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest,and violation of the TIA will proceed.  On May 10, 2021, DBNTC and DBTCA filed a notice of appealwith the New York Supreme Court Appellate Division, First Department, regardingcertain aspects of the court’s order on the motion to dismiss.  On May 20,2021, IKB filed a notice of cross appeal with respect to other aspects of thatorder.  On August 30, 2022, the New York Supreme Court, AppellateDivision, First Department affirmed in part and reversed in part the court’sorder on the motion to dismiss.  On November 10, 2022, the FirstDepartment granted DBNTC and DBTCA’s motion for leave to appeal to the Court ofAppeals, and denied IKB’s separate motion for reargument and leave toappeal.  On June 2, 2021, IKB filed a motion for re-argument regardingcertain aspects of the court’s order on the motionto dismiss, which the court denied on August 3, 2021.  On May 13,2021, DBNTC and DBTCA filed an answer to the complaint.  On October 28,2021, the parties filed a stipulation, voluntarily dismissing with prejudiceall claims as to seven additional trusts.  OnDecember 29, 2021, the parties filed a stipulation, voluntarily dismissing withprejudice all claims as to one additional trust.  On April 22, 2022,the parties filed a stipulation, voluntarily dismissing with prejudice allclaims as to 17 certificates at issue (including all claims as to 5 trusts),leaving 17 trusts at issue.  Discovery is ongoing.

 

It is DBTCA’s belief that it has nopending legal proceedings (including, based on DBTCA’s present evaluation, thelitigation disclosed in the foregoing paragraphs) that would materially affectits ability to perform its duties under the related servicing agreement.

In December2014, Phoenix Light SF Limited (Phoenix Light) and certain related entities fileda complaint in the United States District Court for the Southern District ofNew York alleging claims against Wells Fargo Bank, N.A., in its capacity astrustee for a number of residential mortgage-backed securities (RMBS) trusts.Complaints raising similar allegations have been filed by Commerzbank AG in theSouthern District of New York and by IKB International and IKB DeutscheIndustriebank in New York state court. In each case, the plaintiffs allege thatWells Fargo Bank, N.A., as trustee, caused losses to investors, and plaintiffsassert causes of action based upon, among other things, the trustee’s allegedfailure to notify and enforce repurchase obligations of mortgage loan sellersfor purported breaches of representations and warranties, notify investors ofalleged events of default, and abide by appropriate standards of care followingalleged events of default. In July 2022, the district court dismissed PhoenixLight’s claims and certain of the claims asserted by Commerzbank AG, andsubsequently entered judgment in each case in favor of Wells Fargo Bank, N.A.In August 2022, Phoenix Light and Commerzbank AG appealed the district court’sdecision to the United States Court of Appeals for the Second Circuit. TheCompany previously settled two class actions filed by institutional investorsand an action filed by the National Credit Union Administration with similarallegations. In addition, Park Royal I LLC and Park Royal II LLC have filedsubstantially similar lawsuits in New York state court alleging Wells FargoBank, N.A., as trustee, failed to take appropriate actions upon learning ofdefective mortgage loan documentation.

**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 October 13, 2015 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 ScheduleIII to the Pooling and Servicing Agreement incorporated by reference as Exhibit4.1 to 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 reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Hilton Nashville Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the CGCMT 2015-P1 Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Exhibit O to the pooling andservicing agreement for the CGCMT 2015-P1 Transaction incorporated by referenceas Exhibit 4.2 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the CGCMT 2015-P1Transaction responsible for each applicable servicing criteria set forth inItem 1122(d).

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 11 Madison Avenue Mortgage Loan,which is being serviced and administered pursuant to the trust and servicingagreement for the MAD 2015-11MD Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Schedule I to the trust andservicing agreement for the MAD 2015-11MD Transaction incorporated by referenceas Exhibit 4.3 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the MAD 2015-11MDTransaction responsible for each applicable servicing criteria set forth inItem 1122(d).

The report on assessment of compliance for the twelvemonths ended December 31, 2022, furnished pursuant to Item 1122 of RegulationAB by KeyBank National Association (“KeyBank”), as servicer, discloses that thefollowing material instance of noncompliance occurred with respect to itsplatform:

The examinationperformed by Ernst & Young LLP identified an instance of materialnoncompliance with the servicing criteria set forth in Item 1122(d)(4)(ix) ofRegulation AB applicable to KeyBank during the year ended December 31, 2022.During compliance testing, it was discovered, that not all FlexARM loanmortgagors were offered loan rates within 45-60 days before the rate changedate, as required per the related pool asset documents. Per the related note,if the holder fails to offer a loan rate within 45-60 days of any change date amargin of 2.25% is to be used. Given the notification was not made to theborrowers, a 3% margin was incorrectly applied. The noncompliance in Item 1122(d)(4)(ix) is related to a servicing portfolio which is wholly owned by theinvestor and is not held in a publicly traded security.

The followingremediation procedures have been initiated by KeyBank: (i) the impacted mortgageloans are currently in the process of being identified, (ii) investor contacthas been initiated, (iii) corrective actions are being considered and will betracked and monitored by senior management, (iv) procedures will be reviewedand revised, if necessary, to include new tracking and action steps to preventthis situation from recurring in the future, and (v) training will be providedto the relevant staff members to prevent a recurrence.

 

**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. Exhibit and 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

4.1          Poolingand Servicing Agreement, dated as of October 1, 2015, by and among Wells FargoCommercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, NationalAssociation, as General Master Servicer, LNR Partners, LLC, as General SpecialServicer, National Cooperative Bank, N.A., as NCB Master Servicer, NationalCooperative Bank, N.A., as NCB Special Servicer, Midland Loan Services, aDivision of PNC Bank, National Association, as One Court Square SpecialServicer, Pentalpha Surveillance LLC, as Trust Advisor, Wells Fargo Bank,National Association, as Certificate Administrator, as Tax Administrator and asCustodian, and Wilmington Trust, National Association, as Trustee (filed asExhibit 4.1 to the registrant’s Current Report on Form 8-K/A filed on November17, 2015 under Commission File No. 333-195164-14 and incorporated by referenceherein).

4.2          Poolingand Servicing Agreement, dated as of August 1, 2015, by and among CitigroupCommercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, NationalAssociation, as Master Servicer, LNR Partners, LLC, as Special Servicer, ParkBridge Lender Services LLC, as Operating Advisor, Citibank, N.A., asCertificate Administrator, Deutsche Bank Trust Company Americas, as Trustee,and Wells Fargo Bank, National Association, as Custodian (filed as Exhibit 99.5to the registrant’s Current Report on Form 8-K/A filed on November 17, 2015under Commission File No. 333-195164-14 and incorporated by reference herein).

4.3          Trustand Servicing Agreement, dated as of September 6, 2015, by and among DeutscheMortgage & Asset Receiving Corporation, as Depositor, KeyBank NationalAssociation, as Master Servicer and Special Servicer, Wilmington Trust,National Association, as Trustee, and Wells Fargo Bank, National Association,as Certificate Administrator, Paying Agent and Custodian (filed as Exhibit 99.6to the registrant’s Current Report on Form 8-K filed on October 13, 2015 underCommission File No. 333-195164-14 and incorporated by reference herein).

4.4          Co-LenderAgreement, dated as of October 13, 2015, between Natixis Real Estate CapitalLLC, as Note A-1 Holder, and Natixis Real Estate Capital LLC, as Note A-2Holder (filed as Exhibit 99.9 to the registrant’s Current Report on Form 8-Kfiled on October 13, 2015 under Commission File No. 333-195164-14 andincorporated by reference herein).

4.5          AgreementBetween Note Holders, dated as of July 22, 2015, between Wells Fargo Bank,National Association, as Initial Note A-1 Holder, and Wells Fargo Bank,National Association, as Initial Note A-2 Holder (filed as Exhibit 99.10 to theregistrant’s Current Report on Form 8-K filed on October 13, 2015 underCommission File No. 333-195164-14 and incorporated by reference herein).

4.6          Co-LenderAgreement, dated as of September 6, 2015, between German American CapitalCorporation, as Initial Note A-1 Holder, Morgan Stanley Bank, N.A., as InitialNote A-2 Holder, Wells Fargo Bank, National Association, as Initial Note A-3Holder, German American Capital Corporation, as Initial Note B-1 Holder, MorganStanley Bank, N.A., as Initial Note B-2 Holder, and Wells Fargo Bank, NationalAssociation, as Initial Note B-3 Holder (filed as Exhibit 99.11 to theregistrant’s Current Report on Form 8-K filed on October 13, 2015 underCommission File No. 333-195164-14 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 GeneralMaster Servicer

33.2        National Cooperative Bank, N.A., as NCB MasterServicer

33.3        LNR Partners, LLC, as General Special Servicer

33.4        National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 33.2)

33.5        Wilmington Trust, National Association, as Trustee (Omitted. See ExplanatoryNotes.)

33.6        Wells Fargo Bank, National Association, asCertificate Administrator

33.7        Wells Fargo Bank, National Association, asCustodian

33.8        Pentalpha Surveillance LLC, as Trust Advisor

33.9        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

33.10      Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

33.11      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

33.12      Wells Fargo Bank, National Association, as PrimaryServicer of the Yosemite Resorts Mortgage Loan (see Exhibit 33.1)

33.13      LNR Partners, LLC, as Special Servicer of theYosemite Resorts Mortgage Loan (see Exhibit 33.3)

33.14      Wilmington Trust, National Association, as Trustee of the Yosemite ResortsMortgage Loan (Omitted. See Explanatory Notes.)

33.15      Wells Fargo Bank, National Association, asCustodian of the Yosemite Resorts Mortgage Loan (see Exhibit 33.7)

33.16      Pentalpha Surveillance LLC, as Trust Advisor of theYosemite Resorts Mortgage Loan (see Exhibit 33.8)

33.17      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Yosemite Resorts Mortgage Loan (see Exhibit 33.9)

33.18      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.11)

33.19      Wells Fargo Bank, National Association, as PrimaryServicer of the Hilton Nashville Mortgage Loan (see Exhibit 33.1)

33.20      LNR Partners, LLC, as Special Servicer of theHilton Nashville Mortgage Loan (see Exhibit 33.3)

33.21      Deutsche Bank Trust Company Americas, as Trustee of the Hilton NashvilleMortgage Loan (Omitted. See Explanatory Notes.)

33.22      Wells Fargo Bank, National Association, asCustodian of the Hilton Nashville Mortgage Loan (see Exhibit 33.7)

33.23      Park Bridge Lender Services LLC, as OperatingAdvisor of the Hilton Nashville Mortgage Loan

33.24      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Hilton Nashville Mortgage Loan (see Exhibit 33.9)

33.25      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.11)

33.26      KeyBank National Association, as Primary Servicer of the 11 Madison AvenueMortgage Loan (Omitted. See Explanatory Notes.) 

33.27      KeyBank National Association, as Special Servicer of the 11 Madison AvenueMortgage Loan (Omitted. See Explanatory Notes.)

33.28      Wilmington Trust, National Association, as Trustee of the 11 Madison AvenueMortgage Loan (Omitted. See Explanatory Notes.)

33.29      Wells Fargo Bank, National Association, asCustodian of the 11 Madison Avenue Mortgage Loan (see Exhibit 33.7)

33.30      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.11)

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

34.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

34.2        National Cooperative Bank, N.A., as NCB MasterServicer

34.3        LNR Partners, LLC, as General Special Servicer

34.4        National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 34.2)

34.5        Wilmington Trust, National Association, as Trustee (Omitted. See ExplanatoryNotes.)

34.6        Wells Fargo Bank, National Association, asCertificate Administrator

34.7        Wells Fargo Bank, National Association, asCustodian

34.8        Pentalpha Surveillance LLC, as Trust Advisor

34.9        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

34.10       Computershare Trust Company, National Association, asServicing Function Participant for the Certificate Administrator

34.11      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

34.12      Wells Fargo Bank, National Association, as PrimaryServicer of the Yosemite Resorts Mortgage Loan (see Exhibit 34.1)

34.13      LNR Partners, LLC, as Special Servicer of theYosemite Resorts Mortgage Loan (see Exhibit 34.3)

34.14      Wilmington Trust, National Association, as Trustee of the Yosemite ResortsMortgage Loan (Omitted. See Explanatory Notes.)

34.15      Wells Fargo Bank, National Association, asCustodian of the Yosemite Resorts Mortgage Loan (see Exhibit 34.7)

34.16      Pentalpha Surveillance LLC, as Trust Advisor of theYosemite Resorts Mortgage Loan (see Exhibit 34.8)

34.17      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Yosemite Resorts Mortgage Loan (see Exhibit 34.9)

34.18      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.11)

34.19      Wells Fargo Bank, National Association, as PrimaryServicer of the Hilton Nashville Mortgage Loan (see Exhibit 34.1)

34.20      LNR Partners, LLC, as Special Servicer of theHilton Nashville Mortgage Loan (see Exhibit 34.3)

34.21      Deutsche Bank Trust Company Americas, as Trustee of the Hilton NashvilleMortgage Loan (Omitted. See Explanatory Notes.)

34.22      Wells Fargo Bank, National Association, asCustodian of the Hilton Nashville Mortgage Loan (see Exhibit 34.7)

34.23      Park Bridge Lender Services LLC, as OperatingAdvisor of the Hilton Nashville Mortgage Loan

34.24      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Hilton Nashville Mortgage Loan (see Exhibit 34.9)

34.25      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.11)

34.26      KeyBank National Association, as Primary Servicer of the 11 Madison AvenueMortgage Loan (Omitted. See Explanatory Notes.) 

34.27      KeyBank National Association, as Special Servicer of the 11 Madison Avenue MortgageLoan (Omitted. See Explanatory Notes.)

34.28      Wilmington Trust, National Association, as Trustee of the 11 Madison AvenueMortgage Loan (Omitted. See Explanatory Notes.)

34.29      Wells Fargo Bank, National Association, asCustodian of the 11 Madison Avenue Mortgage Loan (see Exhibit 34.7)

34.30      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.11)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

35.2        National Cooperative Bank, N.A., as NCB MasterServicer

35.3        LNR Partners, LLC, as General Special Servicer

35.4        National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 35.2)

35.5        Wells Fargo Bank, National Association, asCertificate Administrator

35.6        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

35.7        Wells Fargo Bank, National Association, as PrimaryServicer of the Yosemite Resorts Mortgage Loan (see Exhibit 35.1)

35.8        LNR Partners, LLC, as Special Servicer of theYosemite Resorts Mortgage Loan (see Exhibit 35.3)

35.9        Wells Fargo Bank, National Association, as PrimaryServicer of the Hilton Nashville Mortgage Loan (see Exhibit 35.1)

35.10      LNR Partners, LLC, as Special Servicer of theHilton Nashville Mortgage Loan (see Exhibit 35.3)

35.11      KeyBank National Association, as Primary Servicer of the 11 Madison AvenueMortgage Loan (Omitted. See Explanatory Notes.) 

35.12      KeyBank National Association, as Special Servicer of the 11 Madison AvenueMortgage Loan (Omitted. See Explanatory Notes.)

99.1        MortgageLoan Purchase Agreement, dated as of September 25, 2015, between Wells FargoCommercial Mortgage Securities, Inc. and Wells Fargo Bank, National Association(filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K/A filedon November 17, 2015 under Commission File No. 333-195164-14 and incorporatedby reference herein)

99.2        MortgageLoan Purchase Agreement, dated as of September 25, 2015, between Wells FargoCommercial Mortgage Securities, Inc. and Natixis Real Estate Capital LLC (filedas Exhibit 99.1 to the registrant’s Current Report on Form 8-K/A filed onNovember 17, 2015 under Commission File No. 333-195164-14 and incorporated byreference herein)

99.3        MortgageLoan Purchase Agreement, dated as of September 25, 2015, between Wells FargoCommercial Mortgage Securities, Inc. and Silverpeak Real Estate Finance LLC(filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K/A filedon November 17, 2015 under Commission File No. 333-195164-14 and incorporatedby reference herein)

99.4        MortgageLoan Purchase Agreement, dated as of September 25, 2015, between Wells FargoCommercial Mortgage Securities, Inc. and National Cooperative Bank, N.A. (filedas Exhibit 99.4 to the registrant’s Current Report on Form 8-K/A filed onNovember 17, 2015 under Commission File No. 333-195164-14 and incorporated byreference herein)

(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.

Wells Fargo Commercial MortgageSecurities, Inc.(Depositor)

/s/ AnthonySfarra

AnthonySfarra, President

(senior officer in charge ofsecuritization of the depositor)

Date: March 10, 2023