**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: 333-206677-01**

**Central Index Key Number of the issuing entity:0001659329**

**Wells Fargo Commercial MortgageTrust 2015-P2**

**(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: 0001634437**

**Macquarie US Trading LLC**

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

**d/b/a PrincipalCommercial Capital**

** **

**Central Index Key Number of the sponsor: 0001541468**

**Ladder Capital Finance LLC**

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

** **

**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: 0001238163**

**Société Générale, New York Branch**

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

** **

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

**the issuing entity)** | **38-3984627**

**38-3984628**

**38-7143660**

**(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 oNo

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 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 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 oNo

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 Heritage Industrial Portfolio MortgageLoan, previously an asset of the issuing entity, was not an asset of theissuing entity during the reporting period and is omitted from this AnnualReport on Form 10-K and will be omitted from subsequent Annual Reports on Form10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Harbor Pointe Apartments Mortgage Loan and theAnchorage Marriott Downtown Mortgage Loan, which constituted approximately 5.0%and 3.8%, respectively, of the asset pool of the issuing entity as of itscut-off date.  The Harbor Pointe Apartments Mortgage Loan and theAnchorage Marriott Downtown Mortgage Loan are each an asset of the issuingentity and are each part of a loan combination that includes the Harbor PointeApartments Mortgage Loan or the Anchorage Marriott Downtown Mortgage Loan andone other *pari passu* loan, each of which is not an asset of the issuingentity. The other *pari passu* portion of each loan combination wassecuritized in the Citigroup Commercial Mortgage Trust 2015-GC35 transaction,Commission File Number 333-189017-12 (the “CGCMT 2015-GC35 Transaction”).These loan combinations, including the Harbor Pointe Apartments Mortgage Loanand the Anchorage Marriott Downtown Mortgage Loan, are being serviced andadministered pursuant to the pooling and servicing agreement for the CGCMT2015-GC35 Transaction, which is incorporated by reference as Exhibit 4.2 tothis Annual Report on Form 10-K. The JW Marriott Santa Monica Le MerigotMortgage Loan, previously an asset of the issuing entity being serviced underthe pooling and servicing agreement for the CGCMT 2015-GC35 Transaction, wasnot an asset of the issuing entity during the reporting period and is omittedfrom this Annual Report on Form 10-K and will be omitted from subsequent AnnualReports on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Empire Mall Mortgage Loan, which constitutedapproximately 7.5% of the asset pool of the issuing entity as of its cut-offdate.  The Empire Mall Mortgage Loan is an asset of the issuing entity andis part of a loan combination that includes the Empire Mall Mortgage Loan andfour other *pari passu* loans, which are not assets of the issuing entity.This loan combination, including the Empire Mall Mortgage Loan, was servicedunder the Pooling and Servicing Agreement for the issuing entity prior to theclosing of the securitization of a *pari passu* portion of the Empire Mallloan combination in the Citigroup Commercial Mortgage Trust 2016-P3transaction, Commission File Number 333-207132-02 (the “CGCMT 2016-P3Transaction”).  After the closing of the CGCMT 2016-P3 Transaction onApril 13, 2016, this loan combination, including the Empire Mall Mortgage Loanwas, and will continue to be, serviced and administered pursuant to the poolingand servicing agreement with respect to the CGCMT 2016-P3 Transaction, which isincorporated by reference as Exhibit 4.3 to this 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, NationalAssociation is the master servicer and certificate administrator of themortgage loans serviced under the Pooling and Servicing Agreement and theprimary servicer of the Empire Mall Mortgage Loan. As a result, Wells FargoBank, National Association is a “servicer” as defined in Item 1108(a)(2)(iii)of Regulation AB, in the capacities described above, because it is servicingmortgage loans that constituted 10% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria, accountants’ attestation reports and servicer compliance statementsdelivered by Wells Fargo Bank, National Association in the capacities describedabove are listed in the Exhibit Index.

Park Bridge Lender Services LLC isthe operating advisor of the Empire Mall Mortgage Loan, the Harbor PointeApartments Mortgage Loan and the Anchorage Marriott Downtown MortgageLoan.  As a result, Park Bridge Lender Services LLC is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by Park Bridge LenderServices LLC in the capacities described above are listed in the Exhibit Index.

MidlandLoan Services, a Division of PNC Bank, National Association is the primaryservicer of the Harbor Pointe Apartments Mortgage Loan and the AnchorageMarriott Downtown Mortgage Loan. These mortgage loans constitute more than 5%,but less than 10%, of the pool assets of the issuing entity.  Therefore,the Depositor included in this Annual Report on Form 10-K an assessment ofcompliance with applicable servicing criteria for Midland Loan Services, aDivision of PNC Bank, National Association and an accountants’ attestationreport pursuant to Item 1122 of Regulation AB because Midland Loan Services, aDivision of PNC Bank, National Association is servicing more than 5% of thepool assets.  However, the Depositor is not required to include in thisAnnual Report on Form 10-K a servicer compliance statement pursuant to Item1123 of Regulation AB of Midland Loan Services, a Division of PNC Bank,National Association because Midland Loan Services, a Division of PNC Bank,National Association is an unaffiliated servicer servicing less than 10% ofpool assets

Greystone Servicing Company LLC(as successor to C-III Asset Management LLC) is the special servicer of theEmpire Mall Mortgage Loan, the Harbor Pointe Apartments Mortgage Loan and theAnchorage Marriott Downtown Mortgage Loan. As a result, Greystone ServicingCompany LLC (as successor to C-III Asset Management LLC) is a “servicer” asdefined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities describedabove, because it is servicing mortgage loans that constituted 10% or more ofthe assets 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 Greystone Servicing Company LLC(as successor to C-III Asset Management LLC) in the capacities described aboveare listed in the Exhibit Index.

Deutsche Bank Trust CompanyAmericas is the custodian of the Harbor Pointe Apartments Mortgage Loan and theAnchorage Marriott Downtown Mortgage Loan.  As a result, Deutsche BankTrust Company Americas is a servicing function participant in the capacitiesdescribed above, because it is servicing mortgage loans that constituted 5% ormore of the assets of the issuing entity as of its cut-off date. Theassessments of compliance with applicable servicing criteria and accountants’attestation reports delivered by Deutsche Bank Trust Company Americas in thecapacities described above are listed in the Exhibit Index.

Wilmington Trust, NationalAssociation acts as trustee of  the mortgage loans serviced under thePooling and Servicing Agreement and the Empire Mall Mortgage Loan. Pursuant to the Pooling and Servicing Agreement and the pooling and servicingagreement for the CGCMT 2016-P3 Transaction, the trustee is required to providean assessment of compliance with applicable servicing criteria solely withrespect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of fundsor guarantees regarding collections, cash flows or distributions, and anyinterest or other fees charged for such advances, are made, reviewed andapproved as specified in the transaction agreements). However, during thereporting period, the trustee did not perform any servicing function withrespect to the servicing criteria specified in Item 1122(d)(2)(iii) ofRegulation AB.  The master servicer or the special servicer, to the extentrequired, performed the servicing function identified with respect to Item1122(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 mortgage loans servicedunder the Pooling and Servicing Agreement and the Empire Mall 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 an assessment of compliance with applicable servicing criteria and anaccountant’s attestation report from U.S. Bank National Association. Thisentity was engaged by Citibank, N.A. as custodian of the Empire Mall MortgageLoan to perform certain custodial services. These custodial services areservicing functions included within the servicing criteria set forth in Items1122(d)(4)(i) and 1122(d)(4)(ii) of Regulation AB. Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j) orRegulation AB that looks to the functions that an entity performs, this vendoris a “servicer” for the purposes of Item 1122 of Regulation AB. See Complianceand Disclosure Interpretations, Section 301.01 (Item 1101(j)).

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 Principal RealInvestors, LLC is the primary servicer)  and the primary servicer of theEmpire Mall 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 Harbor Pointe Apartments Mortgage Loan, the AnchorageMarriott Downtown Mortgage Loan and the Empire Mall Mortgage Loan are omittedfrom this Annual Report on Form 10-K as the certificate administrator pursuantto the related pooling and servicing agreement or trust and servicing agreementdoes not perform any activities that address servicing criteria with respect tothe issuing entity and because they are each not a “servicer” that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the*pari passu*loan combinations that include the Harbor PointeApartments Mortgage Loan and the Anchorage Marriott Downtown Mortgage Loan,the servicer compliance statements of Midland Loan Services, a Division of PNCBank, National Association, as  primary servicer of the Harbor PointeApartments Mortgage Loan and the Anchorage Marriott Downtown Mortgage Loanlisted on the Exhibit Index are omitted from this Annual Report on Form 10-K asthey are not required by Item 1123 of Regulation AB to be included on thisAnnual Report on Form 10-K because it is an unaffiliated party that is not a“servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) ofRegulation 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, RelatedStockholder 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 the following,with respect to Deutsche Bank Trust Company Americas, as trustee and custodian.

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 fromNew York 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 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 Light*plaintiffs,filed a motion for partial summary judgment.  OnFebruary 8, 2022, the court issued an order in which it granted in part DBNTCand DBTCA’s motion for summary judgment and denied plaintiffs’ motion forpartial summary judgment.  As a result of that order, many of plaintiffs’claims and theories 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 ofinterest, 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 prejudice allclaims as to seven additional trusts.  On December29, 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.

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

The information regarding this Item has been previouslyprovided in the prospectus of the Registrant relating to the issuing entityfiled on December 23, 2015 pursuant to Rule 424(b)(2).

**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 AAto the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1to 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 Harbor Pointe Apartments MortgageLoan and the Anchorage Marriott Downtown Mortgage Loan, which are beingserviced and administered pursuant to the pooling and servicing agreement forthe CGCMT 2015-GC35 Transaction, are attached hereto under Item 15 to thisAnnual Report on Form 10-K. Attached as Exhibit O to the pooling and servicingagreement for the CGCMT 2015-GC35 Transaction incorporated by reference asExhibit 4.2 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the CGCMT 2015-GC35Transaction 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 Empire Mall Mortgage Loan, whichis being serviced and administered pursuant to the pooling and servicingagreement for the CGCMT 2016-P3 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 2016-P3 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 CGCMT 2016-P3Transaction responsible for each applicable servicing criteria set forth in Item1122(d).

**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 December 1, 2015, by and among Wells FargoCommercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, NationalAssociation, as Master Servicer, C-III Asset Management LLC, as SpecialServicer, Wells Fargo Bank, National Association, as Certificate Administrator,Wilmington Trust, National Association, as Trustee, and Pentalpha SurveillanceLLC, as Operating Advisor and Asset Representations Reviewer (filed as Exhibit4.1 to the registrant’s Current Report on Form 8-K/A filed on January 6, 2016under Commission File No. 333-206677-01 and incorporated by reference herein).

4.2          Poolingand Servicing Agreement, dated as of December 1, 2015, by and among CitigroupCommercial Mortgage Securities Inc., as Depositor, Midland Loan Services, aDivision of PNC Bank, National Association, as Master Servicer, C-III AssetManagement LLC, as Special Servicer, Park Bridge Lender Services LLC, asOperating Advisor, Deutsche Bank Trust Company Americas, as Trustee, andCitibank, N.A., as Certificate Administrator (filed as Exhibit 4.2 to theregistrant’s Current Report on Form 8-K filed on December 23, 2015 underCommission File No. 333-206677-01 and incorporated by reference herein).

4.3          Poolingand Servicing Agreement, dated as of April 1, 2016, by and among Citigroup CommercialMortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association,as Master Servicer, C-III Asset Management LLC, as Special Servicer, ParkBridge Lender Services LLC, as Operating Advisor and Asset RepresentationsReviewer, Wilmington Trust, National Association, as Trustee, and Citibank,N.A., as Certificate Administrator (filed as Exhibit 4.1 to the registrant’sCurrent Report on Form 8-K filed on April 15, 2016 under Commission File No.333-206677-01 and incorporated by reference herein).

4.4          Co-LenderAgreement, dated as of December 1, 2015, by and between Citigroup GlobalMarkets Realty Corp., as Initial Note A-1 Holder, and Citigroup Global MarketsRealty Corp., as Initial Note A-2 Holder (filed as Exhibit 4.4 to theregistrant’s Current Report on Form 8-K filed on December 23, 2015 underCommission File No. 333-206677-01 and incorporated by reference herein).

4.5          Co-LenderAgreement, dated as of December 1, 2015, by and between Citigroup GlobalMarkets Realty Corp., as Initial Note A-1 Holder, and Citigroup Global MarketsRealty Corp., as Initial Note A-2 Holder (filed as Exhibit 4.5 to theregistrant’s Current Report on Form 8-K filed on December 23, 2015 underCommission File No. 333-206677-01 and incorporated by reference herein).

4.6          Co-LenderAgreement, dated as of December 1, 2015, by and between Citigroup GlobalMarkets Realty Corp., as Initial Note A-1 Holder, and Citigroup Global MarketsRealty Corp., as Initial Note A-2 Holder (filed as Exhibit 4.7 to theregistrant’s Current Report on Form 8-K filed on December 23, 2015 underCommission File No. 333-206677-01 and incorporated by reference herein).

4.7          Co-LenderAgreement, dated as of December 23, 2015, by and between Société Générale, asInitial Note A-1 Holder, Société Générale, as Initial Note A-2 Holder, SociétéGénérale, as Initial Note A-3 Holder, Société Générale, as Initial Note A-4Holder, and Société Générale, as Initial Note A-5 Holder (filed as Exhibit 4.8to the registrant’s Current Report on Form 8-K filed on December 23, 2015 underCommission File No. 333-206677-01 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 MasterServicer

33.2        Rialto Capital Advisors, LLC, as Special Servicer

33.3        Wilmington Trust, National Association, as Trustee (Omitted. See Explanatory Notes.)

33.4        Wells Fargo Bank, National Association, asCertificate Administrator

33.5        Wells Fargo Bank, National Association, asCustodian

33.6        Pentalpha Surveillance LLC, as Operating Advisor

33.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

33.8        Principal Global Investors, LLC, as PrimaryServicer

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

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

33.11       Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Harbor Pointe ApartmentsMortgage Loan

33.12      Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Harbor PointeApartments Mortgage Loan

33.13      Deutsche Bank Trust Company Americas, as Trusteeand Custodian of the Harbor Pointe Apartments Mortgage Loan

33.14      Park Bridge Lender Services LLC, as OperatingAdvisor of the Harbor Pointe Apartments Mortgage Loan

33.15      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Anchorage Marriott DowntownMortgage Loan (see Exhibit 33.11)

33.16      Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Anchorage MarriottDowntown Mortgage Loan (see Exhibit 33.12)

33.17      Deutsche Bank Trust Company Americas, as Trusteeand Custodian of the Anchorage Marriott Downtown Mortgage Loan (see Exhibit33.13)

33.18      Park Bridge Lender Services LLC, as OperatingAdvisor of the Anchorage Marriott Downtown Mortgage Loan (see Exhibit 33.14)

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

33.20      Greystone Servicing Company LLC (as successor to C-IIIAsset Management LLC), as Special Servicer of the Empire Mall Mortgage Loan(see Exhibit 33.12)

33.21      Wilmington Trust, National Association, as Trustee of the Empire Mall MortgageLoan (Omitted. See Explanatory Notes.)

33.22      Citibank, N.A., as Custodian of the Empire MallMortgage Loan

33.23      Park Bridge Lender Services LLC, as OperatingAdvisor of the Empire Mall Mortgage Loan (see Exhibit 33.14)

33.24      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Empire Mall Mortgage Loan (see Exhibit 33.7)

33.25      U.S. Bank National Association, as ServicingFunction Participant of the Empire Mall Mortgage Loan

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

34.1        Wells Fargo Bank, National Association, as MasterServicer

34.2        Rialto Capital Advisors, LLC, as Special Servicer

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

34.4        Wells Fargo Bank, National Association, asCertificate Administrator

34.5        Wells Fargo Bank, National Association, asCustodian

34.6        Pentalpha Surveillance LLC, as Operating Advisor

34.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

34.8        Principal Global Investors, LLC, as PrimaryServicer

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

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

34.11      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Harbor Pointe ApartmentsMortgage Loan

34.12      Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Harbor PointeApartments Mortgage Loan

34.13      Deutsche Bank Trust Company Americas, as Trusteeand Custodian of the Harbor Pointe Apartments Mortgage Loan

34.14      Park Bridge Lender Services LLC, as OperatingAdvisor of the Harbor Pointe Apartments Mortgage Loan

34.15      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Anchorage Marriott DowntownMortgage Loan (see Exhibit 34.11)

34.16      Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Anchorage MarriottDowntown Mortgage Loan (see Exhibit 34.12)

34.17      Deutsche Bank Trust Company Americas, as Trusteeand Custodian of the Anchorage Marriott Downtown Mortgage Loan (see Exhibit34.13)

34.18      Park Bridge Lender Services LLC, as OperatingAdvisor of the Anchorage Marriott Downtown Mortgage Loan (see Exhibit 34.14)

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

34.20      Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Empire Mall MortgageLoan (see Exhibit 34.12)

34.21      Wilmington Trust, National Association, as Trustee of the Empire Mall MortgageLoan (Omitted. See Explanatory Notes.)

34.22      Citibank, N.A., as Custodian of the Empire MallMortgage Loan

34.23      Park Bridge Lender Services LLC, as OperatingAdvisor of the Empire Mall Mortgage Loan (see Exhibit 34.14)

34.24      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Empire Mall Mortgage Loan (see Exhibit 34.7)

34.25      U.S. Bank National Association, as ServicingFunction Participant of the Empire Mall Mortgage Loan

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as MasterServicer

35.2        Rialto Capital Advisors, LLC, as Special Servicer

35.3        Wells Fargo Bank, National Association, asCertificate Administrator

35.4        Principal Global Investors, LLC, as PrimaryServicer

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

35.6        Midland Loan Services, a Division of PNC Bank, National Association, as PrimaryServicer of the Harbor Pointe Apartments Mortgage Loan (Omitted. SeeExplanatory Notes.)

35.7        Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Harbor PointeApartments Mortgage Loan

35.8        Midland Loan Services, a Division of PNC Bank, National Association, as PrimaryServicer of the Anchorage Marriott Downtown Mortgage Loan (Omitted. SeeExplanatory Notes.)

35.9        Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Anchorage MarriottDowntown Mortgage Loan (see Exhibit 35.7)

35.10      Wells Fargo Bank, National Association, as PrimaryServicer of the Empire Mall Mortgage Loan (see Exhibit 35.1)

35.11      Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Empire Mall MortgageLoan (see Exhibit 35.7)

99.1        MortgageLoan Purchase Agreement, dated as of December 8, 2015, between Wells FargoCommercial Mortgage Securities, Inc. and Wells Fargo Bank, National Association(filed as Exhibit 99.4 to the registrant’s Current Report on Form 8-K filed onDecember 23, 2015 under Commission File No. 333-206677-01 and incorporated byreference herein)

99.2        MortgageLoan Purchase Agreement, dated as of December 8, 2015, between Wells FargoCommercial Mortgage Securities, Inc. and Macquarie US Trading LLC d/b/aPrincipal Commercial Capital (filed as Exhibit 99.1 to the registrant’s CurrentReport on Form 8-K filed on December 23, 2015 under Commission File No.333-206677-01 and incorporated by reference herein)

99.3        MortgageLoan Purchase Agreement, dated as of December 8, 2015, among Wells FargoCommercial Mortgage Securities, Inc., Ladder Capital Finance LLC, LadderCapital Finance Holdings LLLP, Series REIT of Ladder Capital Finance HoldingsLLLP, and Series TRS of Ladder Capital Finance Holdings LLLP (filed as Exhibit99.2 to the registrant’s Current Report on Form 8-K filed on December 23, 2015under Commission File No. 333-206677-01 and incorporated by reference herein)

99.4        MortgageLoan Purchase Agreement, dated as of December 8, 2015, between Wells FargoCommercial Mortgage Securities, Inc. and Citigroup Global Markets Realty Corp(filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K filed onDecember 23, 2015 under Commission File No. 333-206677-01 and incorporated byreference herein)

99.5        MortgageLoan Purchase Agreement, dated as of December 8, 2015, between Wells FargoCommercial Mortgage Securities, Inc. and Société Générale (filed as Exhibit99.5 to the registrant’s Current Report on Form 8-K filed on December 23, 2015under Commission File No. 333-206677-01 and incorporated by reference herein)

99.6        Sub-ServicingAgreement, dated as of December 1, 2015, between Wells Fargo Bank, National Association,as Master Servicer and Principal Global Investors, LLC, as Sub-Servicer (filedas Exhibit 99.1 to the registrant’s Current Report on Form 8-K/A filed onJanuary 6, 2016 under Commission File No. 333-206677-01 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 15, 2023