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

Date of Report: August 31, 2017
(Date of earliest event reported)

UBS Commercial Mortgage Trust 2017-C3

(Central Index Key Number 0001713226)

(Exact name of issuing entity)

UBS AG

(Central Index Key Number 0001685185)

Société Générale

(Central Index Key Number 0001238163)

KeyBank National Association

(Central Index Key Number 0001089877)

Natixis Real Estate Capital LLC

(Central Index Key Number 0001542256)

Rialto Mortgage Finance, LLC

(Central Index Key Number 0001592182)

(Exact name of sponsor as specified in its charter)

UBS Commercial Mortgage Securitization Corp.

(Central Index Key Number 0001532799)

(Exact name of registrant as specified in its charter)

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))

On August 31, 2017, UBS Commercial Mortgage Securitization Corp. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of August 1, 2017 and as to which an executed version is attached hereto as Exhibit 4.1 (the “Pooling and Servicing Agreement”), among UBS Commercial Mortgage Securitization Corp. (the “Registrant”), as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, of UBS Commercial Mortgage Trust 2017-C3, Commercial Mortgage Pass-Through Certificates, Series 2017-C3.

The Mortgage Loan secured by the mortgaged property identified as “Del Amo Fashion Center” on Exhibit B to the Pooling and Servicing Agreement (the “Del Amo Fashion Center Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “Del Amo Fashion Center Whole Loan”) that also includes thirty-two (32) additional senior/subordinate A notes and B notes, which A notes and B notes are pari passu with the related tranche of debt comprising the Del Amo Fashion Center Mortgage Loan (which is also comprised of a senior/subordinate A note and B note), and twelve (12) subordinate promissory notes divided into three (3) tranches (C notes, D notes and E notes) of four (4) promissory notes each, which are not assets of the Issuing Entity. The Del Amo Fashion Center Whole Loan will be serviced and administered in accordance with the trust and servicing agreement for the DAFC 2017-AMO securitization transaction, an executed version of which is attached hereto as Exhibit 4.2, and the Del Amo Fashion Center Intercreditor Agreement (as defined in the Pooling and Servicing Agreement), an executed version of which is attached hereto as Exhibit 4.5.

The Mortgage Loan secured by the mortgaged property identified as “TZA Multifamily Portfolio I” on Exhibit B to the Pooling and Servicing Agreement (the “TZA Multifamily Portfolio I Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “TZA Multifamily Portfolio I Whole Loan”) that also includes two (2) additional pari passu promissory notes, which are not assets of the Issuing Entity. The TZA Multifamily Portfolio I Whole Loan will be serviced and administered in accordance with the pooling and servicing agreement for the UBS 2017-C2 transaction, an executed version of which is attached hereto as Exhibit 4.3, and the TZA Multifamily Portfolio I Intercreditor Agreement (as defined in the Pooling and Servicing Agreement), an executed version of which is attached hereto as Exhibit 4.6.

The Mortgage Loan secured by the mortgaged property identified as “American Cancer Society Center” on Exhibit B to the Pooling and Servicing Agreement (the “American Cancer Society Center Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “American Cancer Society Center Whole Loan”) that also includes two (2) additional pari passu promissory notes, which are not assets of the Issuing Entity. The American Cancer Society Center Whole Loan will be serviced and administered in accordance with the Pooling and Servicing Agreement and the American Cancer Society Center Intercreditor Agreement (as defined in the Pooling and Servicing Agreement), an executed version of which is attached hereto as Exhibit 4.7. Following the securitization of the related controlling pari passu companion loan, the American Cancer Society Center Whole Loan will be serviced pursuant to the pooling and servicing agreement entered into in connection with such securitization.

The Mortgage Loan secured by the mortgaged property identified as “245 Park Avenue” on Exhibit B to the Pooling and Servicing Agreement (the “245 Park Avenue Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “245 Park Avenue Whole Loan”) that also includes nineteen (19) additional pari passu promissory notes and five (5) subordinate promissory notes, which are not assets of the Issuing Entity. The 245 Park Avenue Whole Loan will be serviced and administered in accordance with the trust and servicing agreement for the 245 Park Avenue Trust 2017-245P securitization transaction, an executed version of which is attached hereto as Exhibit 4.4, and the 245 Park Avenue Intercreditor Agreement (as defined in the Pooling and Servicing Agreement), an executed version of which is attached hereto as Exhibit 4.8.

The Mortgage Loan secured by the mortgaged property identified as “OKC Outlets” on Exhibit B to the Pooling and Servicing Agreement (the “OKC Outlets Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “OKC Outlets Whole Loan”) that also includes one (1) additional pari passu promissory note, which is not an asset of the Issuing Entity. The OKC Outlets Whole Loan will be serviced and administered in accordance with the Pooling and Servicing Agreement and the OKC Outlets Intercreditor Agreement (as defined in the Pooling and Servicing Agreement), an executed version of which is attached hereto as Exhibit 4.9. Following the securitization of the related controlling pari passu companion loan, the OKC Outlets Whole Loan will be serviced pursuant to the pooling and servicing agreement entered into in connection with such securitization.

The Mortgage Loan secured by the mortgaged property identified as “Park West Village” on Exhibit B to the Pooling and Servicing Agreement (the “Park West Village Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “Park West Village Whole Loan”) that also includes five (5) additional pari passu promissory notes and three (3) subordinate promissory notes, which are not assets of the Issuing Entity. The Park West Village Whole Loan will be serviced and administered in accordance with the pooling and servicing agreement for the UBS 2017-C2 transaction, an executed version of which is attached hereto as Exhibit 4.3, and the Park West Village Interecreditor Agreement (as defined in the Pooling and Servicing Agreement), an executed version of which is attached hereto as Exhibit 4.10.

The Mortgage Loan secured by the mortgaged property identified as “JW Marriott Chicago” on Exhibit B to the Pooling and Servicing Agreement (the “JW Marriott Chicago Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “JW Marriott Chicago Whole Loan”) that also includes two (2) additional pari passu promissory notes and three (3) subordinate promissory notes, which are not assets of the Issuing Entity. The JW Marriott Chicago Whole Loan will be serviced and administered in accordance with the Pooling and Servicing Agreement and the JW Marriott Chicago Intercreditor Agreement (as defined in the Pooling and Servicing Agreement), an executed version of which is attached hereto as Exhibit 4.11. Following the securitization of the related controlling pari passu companion loan, the JW Marriott Chicago Whole Loan will be serviced pursuant to the pooling and servicing agreement entered into in connection with such securitization.

The Mortgage Loan secured by the mortgaged property identified as “Center 78” on Exhibit B to the Pooling and Servicing Agreement (the “Center 78 Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “Center 78 Whole Loan”) that also includes one (1) additional pari passu promissory note and one (1) subordinate promissory note, which are not assets of the Issuing Entity. The Center 78 Whole Loan will be serviced and administered in accordance with the Pooling and Servicing Agreement and the Center 78 Intercreditor Agreement (as defined in the Pooling and Servicing Agreement), an executed version of which is attached hereto as Exhibit 4.12. Following the securitization of the related controlling pari passu companion loan, the Center 78 Whole Loan will be serviced pursuant to the pooling and servicing agreement entered into in connection with such securitization.

The Mortgage Loan secured by the mortgaged property identified as “Great Valley Commerce Center” on Exhibit B to the Pooling and Servicing Agreement (the “Great Valley Commerce Center Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “Great Valley Commerce Center Whole Loan”) that also includes one (1) additional pari passu promissory note, which is not an asset of the Issuing Entity. The Great Valley Commerce Center Whole Loan will be serviced and administered in accordance with the Pooling and Servicing Agreement and the Great Valley Commerce Center Intercreditor Agreement (as defined in the Pooling and Servicing Agreement), an executed version of which is attached hereto as Exhibit 4.13.

The Mortgage Loan secured by the mortgaged property identified as “IC Leased Fee Hotel Portfolio Mortgage Loan” on Exhibit B to the Pooling and Servicing Agreement (the “IC Leased Fee Hotel Portfolio Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “IC Leased Fee Hotel Portfolio Whole Loan”) that also includes three (3) additional pari passu promissory notes, which are not assets of the Issuing Entity. The IC Leased Fee Hotel Portfolio Whole Loan will be serviced and administered in accordance with the Pooling and Servicing Agreement and the IC Leased Fee Hotel Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement), an executed version of which is attached hereto as Exhibit 4.14.

The Mortgage Loan secured by the mortgaged property identified as “The District” on Exhibit B to the Pooling and Servicing Agreement (“The District Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (“The District Whole Loan”) that also includes four (4) additional pari passu promissory notes, which are not assets of the Issuing Entity. The District Whole Loan will be serviced and administered in accordance with the Pooling and Servicing Agreement and The District Intercreditor Agreement (as defined in the Pooling and Servicing Agreement), an executed version of which is attached hereto as Exhibit 4.15. Following the securitization of the related controlling pari passu companion loan, The District Whole Loan will be serviced pursuant to the pooling and servicing agreement entered into in connection with such securitization.

Midland Loan Services, a Division of PNC Bank, National Association has appointed KeyBank National Association as a subservicer with respect to eighteen (18) Mortgage Loans, representing approximately 33.6% of the initial pool balance, pursuant to that certain Primary Servicing Agreement, dated as of August 1, 2017 and attached hereto as Exhibit 4.16, by and between Midland National Association, a Division of PNC Bank, National Association, as master servicer, and KeyBank National Association, as primary servicer, the terms of which agreement are described in the Depositor’s Prospectus dated August 21, 2017 and as filed with the Securities and Exchange Commission on August 31, 2017 (the “Prospectus”) under “Transaction Parties—The Primary Servicer—Summary of KeyBank Primary Servicing Agreement”.

The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (collectively, the “Public Certificates”), having an aggregate initial principal amount of $631,563,000, were sold to UBS Securities LLC (“UBS Securities”), Deutsche Bank Securities Inc. (“DBSI”), SG Securities Americas, LLC (“SGSA”), Natixis Securities Americas LLC (“Natixis Securities”), KeyBanc Capital Markets Inc. (“KeyBanc”) and Academy Securities, Inc. (“Academy” and, together in such capacity with UBS Securities, DBSI, SGAS, Natixis Securities and KeyBanc, the “Underwriters”), pursuant to the underwriting agreement, dated as of August 17, 2017 and as to which an executed version is attached hereto as Exhibit 1.1, between the Registrant, the Underwriters and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG”).

In connection with the issuance and sale to the Underwriters of the Public Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Public Certificates, which legal opinion is attached as an exhibit to this report.

On August 31, 2017, the Registrant also sold the Class D-RR, Class E-RR, Class F-RR, Class G-RR, Class NR-RR and Class R Certificates (collectively, the “Private Certificates” and, together with the Public Certificates, the “Certificates”), having an aggregate initial principal amount of $77,063,195, to UBS Securities, KeyBanc, SGAS, Natixis Securities and Academy (collectively in such capacity, the “Initial Purchasers”), pursuant to a certificate purchase agreement, dated as of August 17, 2017, between the Registrant, the Initial Purchasers and UBS AG. The Private Certificates were sold in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act.

The Public Certificates and the Private Certificates represent, in the aggregate, the entire beneficial ownership in UBS Commercial Mortgage Trust 2017-C3 (the “Issuing Entity”), a common law trust fund formed on August 31, 2017 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The assets of the Issuing Entity consist primarily of forty-two (42) mortgage loans (the “Mortgage Loans”) secured by first liens on sixty-four (64) commercial, multifamily or manufactured housing community properties. All of the Mortgage Loans will be fixed rate mortgage loans, with the exception of the Mortgage Loan identified on as Center 78 on Exhibit B to the Pooling and Servicing Agreement, which bears interest at an interest rate that changes over time according to a schedule set forth in the related mortgage loan documents and included as Annex F to the Prospectus. The Mortgage Loans were acquired by the Registrant from (i) KeyBank National Association, pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.1 and dated as of August 17, 2017, between the Registrant and KeyBank National Association, (ii) Société Générale (“SG”), pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.2 and dated as of August 17, 2017, between the Registrant and SG, (iii) UBS AG (“UBS”), pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.3 and dated as of August 17, 2017, between the Registrant and UBS, (iv) Natixis Real Estate Capital LLC (“NREC”), pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.4 and dated as of August 17, 2017, between the Registrant and NREC and (v) Rialto Mortgage Finance, LLC (“RMF”), pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.5 and dated as of August 17, 2017, between the Registrant and RMF.

The funds used by the Registrant to pay the purchase price for the Mortgage Loans were derived in part from the proceeds from the sale of Certificates by the Registrant to the Underwriters, pursuant to the Underwriting Agreement, the Initial Purchasers, pursuant to the Certificate Purchase Agreement, and the Retaining Party, pursuant to a separate agreement among the parties.

The Public Certificates and the Mortgage Loans are more particularly described in the Prospectus. In connection with such Prospectus, the Chief Executive Officer of the Registrant has provided the certification attached hereto as Exhibit 36.1 and dated as of August 21, 2017.

On August 31, 2017, the Registrant sold all of the Public Certificates, having an aggregate certificate principal amount of $631,563,000. The net proceeds of the offering to the Registrant of the issuance of the Public Certificates, after deducting expenses payable by the Registrant of $6,595,932, were approximately $685,254,472. Of the expenses paid by the Registrant, approximately $0 were paid directly to affiliates of the Registrant, $1,478,681 in the form of fees were paid to the Underwriters, $486,227 were paid to or for the Underwriters and $4,631,023 were other expenses. All of the foregoing expense amounts are the Depositor’s reasonable estimates of such expenses. No underwriting discounts and commissions or finder’s fees were paid by the Registrant; the Public Certificates were offered by the Underwriters for sale to the public in negotiated transactions or otherwise at varying prices determined at the time of sale. The related registration statement (file no. 333-207340) was originally declared effective on November 24, 2015.

The Sponsor is satisfying its credit risk retention obligation under Regulation RR, 12 C.F.R. Part 244 (the “Risk Retention Rule”) in connection with the securitization of the Mortgage Loans referred to above by the purchase on the Closing Date and holding by KKR Real Estate Credit Opportunity Partners Aggregator I L.P., acting as a third-party purchaser under the Risk Retention Rule, of the Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (the “RR Certificates”).

The fair value of the “eligible horizontal residual interest” (as defined in the Risk Retention Rule) that the Sponsor is required to retain under the credit risk retention requirements of the Risk Retention Rule is equal to approximately $36,500,395, representing 5.00% of the aggregate fair value of all of the Certificates (other than the Class R Certificates).

As of the Closing Date, there are no material differences between (a) the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair value or range of fair values disclosed in the Prospectus under the heading “Credit Risk Retention” prior to the pricing of the Certificates and (b) the methodology or the key inputs and assumptions that were used in calculating the fair value at the time of the Closing Date.

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.

INDEX TO EXHIBITS