Item8.01 Other Events.

Mini-Tender Offer for Company Shares

CNL Life>

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Letter to Stockholders dated December 5, 2016.
99.2 Letter to Financial Advisors dated December 5, 2016.

Cautionary Note Regarding Forward-Looking

The information above contains forward-looking statements within
the meaning of the Federal Private Securities Litigation Reform
Act of 1995. The Company intends that such forward-looking
statements be subject to the safe harbor created by Section21E of
the Exchange Act. Forward-looking statements are statements that
do not relate strictly to historical or current facts, but
reflect managements current understandings, intentions, beliefs,
plans, expectations, assumptions and/or predictions regarding the
future of the Companys business and its performance, the economy,
and other future conditions and forecasts of future events, and
circumstances. Forward-looking statements are typically
identified by words such as believes, expects, anticipates,
intends, estimates, plans, continues, pro forma, may, will,
seeks, should and could, and words and terms of similar
substance. Although the Company believes that the expectations
reflected in such forward-looking statements are based upon
reasonable assumptions, actual results could differ materially
from those set forth in the forward-looking statements due to a
variety of risks, uncertainties and other factors. Such factors
include, but are not limited to, the ability of the Company to
obtain the requisite stockholder approval to consummate the
proposed Sale and the Plan of Dissolution, the satisfaction or
waiver of other conditions in the Sale Agreement; the outcome of
legal proceedings that may be instituted against the Company and
others related to the Sale Agreement; the ability of third
parties to fulfill their obligations relating to the proposed
transactions; the risk that the Sale or the other transactions
contemplated by the Sale Agreement may not be completed in the
time frame expected by the parties or at all; the ability of the
Company to implement its operating strategy; changes in economic
cycles; the impact of changes in accounting rules; the impact of
regulations requiring periodic valuation of the Company on a per
share basis; inaccuracies of the Companys accounting estimates;
unknown liabilities of acquired properties or liabilities caused
by property managers or operators; risks associated with the
Companys tax structuring; failure to maintain the Companys REIT
qualification; and the Companys inability to protect its
intellectual property and the value of its brand.

Given these uncertainties, the Company cautions you not to place
undue reliance on such statements. Forfurther information
regarding risks and uncertainties associated with the Companys
business, please refer to theManagements Discussion and Analysis
of Financial Condition and Results of Operations and Risk Factors
sections of the Companys documents filed from time to time with
the SEC, including, but not limited to, the Companys annual
report on Form 10-K and quarterly reports on Form 10-Q, copies of
which may be obtained from the Companys website at
http://www.cnllife>/. The Company undertakes
no obligation to publicly release the results of any revisions to
these forward-looking statements that may be made to reflect
future events or circumstances or to reflect the occurrence of
unanticipated events.



CNL Lifestyle Properties, Inc. is a real estate investment trust. The Company invests in and owns a diversified portfolio of real estate. The Company’s operating partnership is CLP Partners, LP, which conducts its operations and owns its assets. CNL Lifestyle Advisor Corporation provides management, acquisition, disposition, advisory and administrative services to the Company. It has investments in lifestyle properties in the United States. The Company’s properties include Brighton Ski Resort in Brighton, Utah; Crested Butte Mountain Resort in Mt. Crested Butte, Colorado; Gatlinburg Sky Lift in Gatlinburg, Tennessee; Jiminy Peak Mountain Resort in Hancock, Massachusetts; Loon Mountain Resort in Lincoln, New Hampshire; Hawaiian Falls-The Colony in The Colony, Texas; Pacific Park in Santa Monica, California; Waterworld in Concord, California; White Water Bay in Oklahoma City, Oklahoma; Anacapa Isle Marina in Oxnard, California, and Cabrillo Isle Marina in San Diego, California.


CNL LIFESTYLE PROPERTIES, INC. (OTCMKTS:CLLY) closed its last trading session 00.00 at 1.65 with 6,283 shares trading hands.