**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, 2019or**

**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: 333-191331-07**

**Central Index Key Number of the issuing entity:0001630477**

**GS Mortgage Securities Trust2015-GC28**

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

** **

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

**GS Mortgage Securities CorporationII**

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

** **

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

**Goldman Sachs Mortgage Company**

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

** **

**Central Index Key Number of the sponsor: 0001558761**

**Cantor Commercial Real EstateLending, L.P.**

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

** **

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

**Starwood Mortgage Funding I LLC**

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

** **

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

**Citigroup Global Markets Realty Corp.**

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

** **

**Central Index Key Number of the sponsor: 0001576832**

**MC-Five Mile Commercial MortgageFinance LLC**

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

** **

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

**the issuing entity)** | **38-3952073**

**38-3952074**

**38-7127895**

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

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

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

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

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

**21045**

**(Zip Code)**

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

**(212) 902-1000**

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

| 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 Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.  ⌧Yes oNo

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

Not applicable.

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10-K.   

Not applicable.

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

Large acceleratedfiler        o                                                                                                       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 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 most recentlycompleted 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**

Berkeley Point Capital LLC d/b/aNewmark Knight Frank is an affiliate of Cantor Commercial Real Estate LendingL.P., one of the sponsors.  Therefore, the Depositor included in thisAnnual Report on Form 10-K a servicer compliance statement for Berkeley PointCapital LLC d/b/a Newmark Knight Frank pursuant to Item 1123.  BecauseBerkeley Point Capital LLC d/b/a Newmark Knight Frank is servicing less than 5%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 madein the servicer compliance statement required by Item 1123 relates to a reviewof the servicing activities of Berkeley Point Capital LLC d/b/a Newmark KnightFrank under the applicable servicing agreement, and that review was conductedin conjunction with the servicer’s preparation of its assessment of compliancewith applicable servicing criteria, that assessment of compliance withapplicable servicing criteria and the accompanying accountants’ attestationreport are included in this Annual Report on Form 10-K for the sake ofcompleteness.

Wilmington Trust, NationalAssociation acts as trustee of the mortgage loans serviced under the Poolingand Servicing Agreement.  Pursuant to the Pooling and Servicing Agreement,the trustee 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 servicing functionwith respect 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 serviced underthe Pooling and Servicing Agreement have delivered one or more assessments ofcompliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Commercial Real EstateServices, Inc. and National Tax Search, LLC.  These entities were engagedby the master servicer under the Pooling and Servicing Agreement (except withrespect to those mortgage loans for which Berkeley Point Capital LLC d/b/aNewmark Knight Frank is the primary servicer)  to remit tax paymentsreceived from the escrow accounts of borrowers to local taxing authorities, toreport tax amounts due, to verify tax parcel information, and to verifynon-escrow tax payments. These servicing functions are included within theservicing criteria set forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii) ofRegulation AB.  Therefore, under the principles-based definition of“servicer” set forth in Item 1101(j) of Regulation AB that looks to thefunctions that an entity performs, these vendors are “servicers” for thepurposes of Item 1122 of Regulation AB.  *See* Compliance andDisclosure Interpretations, Section 301.01 (Item 1101(j)).

 

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6.  Selected Financial Data.**

Omitted.

**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.

**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 Accounting Fees and Services.**

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

 

The Airport Technology Park Mortgage Loan (Control Number 1on Annex A of the prospectus supplement of the registrant relating to theissuing entity filed on February 27, 2015 pursuant to Rule 424(b)(5))constitutes a significant obligor within the meaning of Item 1101(k)(2) ofRegulation AB as disclosed in the prospectus supplement. In accordance withItem 1112(b) of Regulation AB, the most recent unaudited net operating incomeof the significant obligor was $11,343,936.00 for the twelve- month periodended December 31, 2019.

**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 Wells Fargo Bank, National Association, ascertificate administrator and as custodian.

Beginning on June 18, 2014, a group of institutionalinvestors filed civil complaints in the Supreme Court of the State of New York,New York County, and later the U.S. District Court for the Southern District ofNew York, against Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in itscapacity as trustee for certain residential mortgage backed securities (“RMBS”)trusts.  The complaints against Wells Fargo Bank alleged that the trusteecaused losses to investors and asserted causes of action based upon, amongother things, the trustee's alleged failure to: (i) notify and enforcerepurchase obligations of mortgage loan sellers for purported breaches ofrepresentations and warranties, (ii) notify investors of alleged events ofdefault, and (iii) abide by appropriate standards of care following alleged eventsof default. Relief sought included money damages in an unspecified amount,reimbursement of expenses, and equitable relief. In November 2018, Wells FargoBank reached an agreement, in which it denied any wrongdoing, to resolve suchclaims on a classwide basis for the 271 RMBS trusts at issue.  On May 6,2019, the court entered an order approving the settlement agreement. Separate lawsuits against Wells Fargo Bank making similar allegations filed bycertain other institutional investors concerning several RMBS trusts in NewYork federal and state court are not covered by the agreement.  Withrespect to such litigations, Wells Fargo Bank believes plaintiffs' claims arewithout merit and intends to contest the claims vigorously, but there can be noassurances as to the outcome of the litigations or the possible impact of thelitigations on Wells Fargo Bank or the RMBS trusts. 

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

The information regarding this Item has been previouslyprovided in a prospectus supplement of the Registrant relating to the issuingentity filed on February 27, 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 Exhibit Oto the Pooling and Servicing Agreement incorporated by reference as Exhibit 4to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the transaction responsible for eachapplicable servicing criteria set forth in Item 1122(d).

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

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

**PART IV**

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

(a)           The following is a list of documents filed as part of this Annual Report onForm 10-K:

(1)          Not applicable

(2)          Not applicable

(3)          See below

 

4             Poolingand Servicing Agreement, dated as of February 1, 2015, by and among GS MortgageSecurities Corporation II, as Depositor, Wells Fargo Bank, NationalAssociation, as Master Servicer, Rialto Capital Advisors, LLC, as SpecialServicer, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank,National Association, as Certificate Administrator and Wilmington Trust,National Association, as Trustee (filed as Exhibit 4 to the registrant’sCurrent Report on Form 8-K filed on February 27, 2015 under Commission File No.333-191331-07 and incorporated by reference herein).

10.1        MortgageLoan Purchase Agreement, dated as of February 1, 2015, between GS MortgageSecurities Corporation II and Goldman Sachs Mortgage Company (filed as Exhibit10.1 to the registrant’s Current Report on Form 8-K filed on February 27, 2015under Commission File No. 333-191331-07 and incorporated by reference herein)

10.2        MortgageLoan Purchase Agreement, dated as of February 1, 2015, between GS MortgageSecurities Corporation II and Cantor Commercial Real Estate Lending, L.P.(filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed onFebruary 27, 2015 under Commission File No. 333-191331-07 and incorporated byreference herein)

10.3        MortgageLoan Purchase Agreement, dated as of February 1, 2015, between GS MortgageSecurities Corporation II and Starwood Mortgage Funding I LLC (filed as Exhibit10.3 to the registrant’s Current Report on Form 8-K filed on February 27, 2015under Commission File No. 333-191331-07 and incorporated by reference herein)

10.4        MortgageLoan Purchase Agreement, dated as of February 1, 2015, between GS MortgageSecurities Corporation II and Citigroup Global Markets Realty Corp. (filed asExhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February27, 2015 under Commission File No. 333-191331-07 and incorporated by referenceherein)

10.5        MortgageLoan Purchase Agreement, dated as of February 1, 2015, between GS MortgageSecurities Corporation II and MC-Five Mile Commercial Mortgage Finance LLC(filed as Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed onFebruary 27, 2015 under Commission File No. 333-191331-07 and incorporated byreference herein)

10.6        PrimaryServicing Agreement, dated as of February 1, 2015, by and between Wells FargoBank, National Association, as Master Servicer, and Berkeley Point Capital LLC,as Primary Servicer (filed as Exhibit 10.6 to the registrant’s Current Reporton Form 8-K filed on February 27, 2015 under Commission File No. 333-191331-07and 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, NationalAssociation, as Master Servicer

33.2        Rialto Capital Advisors,LLC, as Special Servicer

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

33.4        Wells Fargo Bank, NationalAssociation, as Certificate Administrator

33.5        Wells Fargo Bank, NationalAssociation, as Custodian

33.6        Pentalpha SurveillanceLLC, as Operating Advisor

33.7        CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant

33.8        National Tax Search, LLC,as Servicing Function Participant

33.9        Berkeley Point Capital LLCd/b/a Newmark Knight Frank, as Primary Servicer

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

34.1        Wells Fargo Bank, NationalAssociation, as Master Servicer

34.2        Rialto Capital Advisors,LLC, as Special Servicer

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

34.4        Wells Fargo Bank, NationalAssociation, as Certificate Administrator

34.5        Wells Fargo Bank, NationalAssociation, as Custodian

34.6        Pentalpha SurveillanceLLC, as Operating Advisor

34.7        CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant

34.8        National Tax Search, LLC,as Servicing Function Participant

34.9        Berkeley Point Capital LLCd/b/a Newmark Knight Frank, as Primary Servicer

35           Servicer compliance statements.

35.1        Wells Fargo Bank, NationalAssociation, as Master Servicer

35.2        Rialto Capital Advisors,LLC, as Special Servicer

35.3        Wells Fargo Bank, NationalAssociation, as Certificate Administrator

35.4        Berkeley Point Capital LLCd/b/a Newmark Knight Frank, as Primary Servicer

(b)          The exhibits required to be filed by the Registrant pursuant to Item 601 ofRegulation S-K are listed above.

(c)           Not Applicable.

 

**SIGNATURES**

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

GS Mortgage Securities CorporationII(Depositor)

/s/ LeahNivison

LeahNivison, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 26, 2020