**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, 2021or**

**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 ifa smaller 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

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**

Berkeley Point Capital LLC d/b/aNewmark is an affiliate of Cantor Commercial Real Estate Lending L.P., one ofthe sponsors.  Therefore, the Depositor included in this Annual Report onForm 10-K a servicer compliance statement for Berkeley Point Capital LLC d/b/aNewmark pursuant to Item 1123.  Because Berkeley Point Capital LLC d/b/aNewmark is servicing less than 5% of the pool assets, an assessment ofcompliance with applicable servicing criteria and an accountants’ attestationreport pursuant to Item 1122 of Regulation AB are not required by RegulationAB.  As the attestation made in the servicer compliance statement requiredby Item 1123 relates to a review of the servicing activities of Berkeley PointCapital LLC d/b/a Newmark under the applicable servicing agreement, and thatreview was conducted in conjunction with the servicer’s preparation of itsassessment of compliance with applicable servicing criteria, that assessment ofcompliance with applicable servicing criteria and the accompanying accountants’attestation report are included in this Annual Report on Form 10-K for the sakeof completeness.

Wilmington Trust, National Associationacts as trustee of the mortgage loans serviced under the Pooling and ServicingAgreement.  Pursuant to the Pooling and Servicing Agreement, the trusteeis required to provide an assessment of compliance with applicable servicingcriteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements).However, during the reporting period, the trustee did not perform any servicingfunction with respect to the servicing criteria specified in Item1122(d)(2)(iii) of Regulation AB.  The master servicer or the specialservicer, to the extent required, performed the servicing function identifiedwith respect to Item 1122(d)(2)(iii) of Regulation AB, and each such partyincluded Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliancewith applicable 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 Solutions, LLC.  Thisentity was engaged by the master servicer under the Pooling and ServicingAgreement (except with respect to those mortgage loans for which Berkeley PointCapital LLC d/b/a Newmark 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, this vendor is a “servicer” for the purposesof Item 1122 of Regulation AB.  *See* Compliance and DisclosureInterpretations, 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)).

 

**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 ParkMortgage Loan, which represented 10% or more of the pool assets held by theissuing entity as of its cut-off date, is no longer a pool asset.

**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 Derivatives Instruments(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 Custodian.

 

In December 2014, Phoenix LightSF Limited and certain related entities and the National Credit UnionAdministration (NCUA) filed complaints in the United States District Court forthe Southern District of New York against Wells Fargo Bank, alleging claimsagainst Wells Fargo Bank in its capacity as trustee for a number of residentialmortgage-backed securities trusts. Complaints raising similar allegations havebeen filed by Commerzbank AG in the Southern District of New York and by IKBInternational and IKB Deutsche Industriebank in New York state court. In eachcase, the plaintiffs allege that Wells Fargo Bank, as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. Wells FargoBank previously settled two class action lawsuits with similar allegations thatwere filed in November 2014 and December 2016 by institutional investors in theSouthern District of New York and New York state court, respectively. Inaddition, Park Royal I LLC and Park Royal II LLC have filed complaints in NewYork state court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation. InMarch 2021, the Company entered into an agreement to resolve the case filed bythe NCUA.

 

In addition to the foregoingcases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”)and Natixis Real Estate Holdings, LLC (“Natixis”) filed a total of seventhird-party complaints against Wells Fargo Bank in New York state court. In theunderlying first-party actions, Nomura and Natixis have been sued for allegedbreaches of representations and warranties made in connection with residentialmortgage-backed securities sponsored by them. In the third-party actions,Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primaryservicer or securities administrator, failed to notify Nomura and Natixis oftheir own breaches, failed to properly oversee the primary servicers, andfailed to adhere to accepted servicing practices. Natixis additionally allegesthat Wells Fargo Bank failed to perform default oversight duties. Wells FargoBank has asserted counterclaims alleging that Nomura and Natixis failed toprovide Wells Fargo Bank notice of their representation and warranty breaches.

 

With respect to each of the foregoing litigations, WellsFargo Bank believes plaintiffs' claims are without merit and intends to contestthe claims vigorously, but there can be no assurances as to the outcome of thelitigations or the possible impact of the litigations on Wells Fargo Bank orthe related 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 entities participatingin a servicing function for the transaction responsible for each applicableservicing 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 ofthis Annual Report on Form 10-K:

(1) Not applicable

(2) Not applicable

(3) See below

 

4             Pooling and Servicing Agreement, dated as of February 1,2015, by and among GS Mortgage Securities Corporation II, as Depositor, WellsFargo Bank, National Association, as Master Servicer, Rialto Capital Advisors,LLC, as Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor,Wells Fargo Bank, National Association, as Certificate Administrator andWilmington Trust, National Association, as Trustee (filed as Exhibit 4 to theregistrant’s Current Report on Form 8-K filed on February 27, 2015 underCommission File No. 333-191331-07 and incorporated by reference herein).

10.1         Mortgage Loan Purchase Agreement, dated as of February 1,2015, between GS Mortgage Securities Corporation II and Goldman Sachs MortgageCompany (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-Kfiled on February 27, 2015 under Commission File No. 333-191331-07 andincorporated by reference herein)

10.2         Mortgage Loan Purchase Agreement, dated as of February 1,2015, between GS Mortgage Securities Corporation II and Cantor Commercial RealEstate Lending, L.P. (filed as Exhibit 10.4 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)

10.3         Mortgage Loan Purchase Agreement, dated as of February 1,2015, between GS Mortgage Securities Corporation II and Starwood MortgageFunding I LLC (filed as Exhibit 10.3 to the registrant’s Current Report on Form8-K filed on February 27, 2015 under Commission File No. 333-191331-07 andincorporated by reference herein)

10.4         Mortgage Loan Purchase Agreement, dated as of February 1,2015, between GS Mortgage Securities Corporation II and Citigroup GlobalMarkets Realty Corp. (filed as Exhibit 10.2 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)

10.5         Mortgage Loan Purchase Agreement, dated as of February 1,2015, between GS Mortgage Securities Corporation II and MC-Five Mile CommercialMortgage Finance LLC (filed as Exhibit 10.5 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)

10.6         Primary Servicing Agreement, dated as of February 1,2015, by and between Wells Fargo Bank, National Association, as MasterServicer, and Berkeley Point Capital LLC, as Primary Servicer (filed as Exhibit10.6 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)

 

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 ExplanatoryNotes.)

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        Berkeley Point Capital LLC d/b/a Newmark, as PrimaryServicer

33.9        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

33.10      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

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        Berkeley Point Capital LLC d/b/a Newmark, asPrimary Servicer

34.9        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

34.10      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

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        Berkeley Point Capital LLC d/b/a Newmark, asPrimary Servicer

35.5        Computershare Trust Company, National Association, asServicing Function Participant for the Certificate Administrator on and afterNovember 1, 2021

(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 Corporation II(Depositor)

/s/ LeahNivison

LeahNivison, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 15, 2022