UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Gladstone Commercial Corporation
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(Exact name of registrant as specified in its charter)

Not Applicable
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Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On May 20, 2013, Gladstone Commercial Corporation, through Gladstone Commercial Limited Partnership, its wholly owned operating partnership (collectively, the "Company"), entered into an agreement of purchase and sale (the "Agreement") with Karlin Palmer Office, LLC (the "Seller"). The Agreement provides for the purchase of a 320,597-square foot building (the "Property"), located in Texas for a gross purchase price that is expected to be approximately $57,500,000, exclusive of closing costs. The Property is an office building currently leased to only one tenant.

The purchase of the Property is subject to customary conditions and termination rights for transactions of this type, including a due diligence inspection period for the Company. There can be no assurance that the acquisition will be consummated by a certain time, or at all.

Certain statements and assumptions in this filing contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the Company’s control. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances, except as required by law.
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.