On April 20, 2017, Whitestone REIT (the Company) and Whitestone
REIT Operating Partnership, L.P. (the Operating Partnership)
entered into an underwriting agreement (the Underwriting
Agreement) with SunTrust Robinson Humphrey, Inc., acting as
representative of the several underwriters named in Schedule A
thereto (collectively, the Underwriters), regarding the purchase
and sale of an aggregate of 7,000,000 of the Companys common
shares, par value $0.001 per share (Common Shares), at a purchase
price to the Underwriters of $12.48 per share. to the
Underwriting Agreement, the Company granted the Underwriters a
30-day option to purchase up to an additional 1,050,000 Common
Shares at the same purchase price per share and, on April 24,
2017, the Underwriters exercised such option with respect to
1,018,500 Common Shares. The Underwriting Agreement contains
customary closing conditions and the parties have made certain
customary representations, warranties and indemnifications to
each other in the Underwriting Agreement. The Common Shares were
offered and sold to a prospectus supplement, dated April 20,
2017, and a base prospectus, dated May 18, 2015, relating to the
Companys effective shelf registration statement on Form S-3 (File
No. 333-203727). The foregoing description of the Underwriting
Agreement is qualified in its entirety by reference to the
Underwriting Agreement, which is filed as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.