SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Neuman Shawn

(Last)

(First)

(Middle)

C/O LIBERTY PROPERTY TRUST

650 EAST SWEDESFORD ROAD, SUITE 400

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIBERTY PROPERTY TRUST [ LPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Secretary and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares of Beneficial Interest ($0.001 par value)	02/01/2020		A		7,476.593⁽¹⁾	A	⁽²⁾	16,618.593	D
Common Shares of Beneficial Interest ($0.001 par value)	02/01/2020		F		8,809.856⁽³⁾	D	$62.65	7,808.737	D
Common Shares of Beneficial Interest ($0.001 par value)	02/03/2020		D		7,808.737	D	⁽⁴⁾⁽⁵⁾⁽⁶⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Consists of common shares issuable pursuant to restricted share units granted in 2018 and 2019, as compensation, the performance conditions relating to which have been satisfied, and shares that accrued under the Company's Dividend Reinvestment Plan with respect to such restricted share units.

2. Received as employment compensation.

3. Consists of shares withheld in payment of income taxes upon the vesting of the restricted share units reported in line 1 of Table I in this Form 4.

4. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 27, 2019, by and among Liberty Property Trust (the "Company"), Liberty Property Limited Partnership (the "Partnership"), Leaf Holdco Property Trust ("New Liberty Holdco"), Prologis, Inc. ("Prologis"), Lambda REIT Acquisition LLC ("Prologis Merger Sub"), Prologis, L.P. ("Prologis OP") and Lambda OP Acquisition LLC ("Prologis OP Merger Sub"), on February 3, 2020, (i) an indirect wholly owned subsidiary of New Liberty Holdco merged with and into the Company (the "Company Merger"), with the Company continuing as the surviving entity and as an indirect wholly owned subsidiary of New Liberty Holdco; (ii) on February 4, 2020, New Liberty Holdco merged with and into Prologis Merger Sub, with Prologis Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Prologis;

5. (Continued from footnote 4) (iii) immediately after the Topco Merger, Prologis Merger Sub caused all of the outstanding equity interests in the Company to be contributed to Prologis OP in exchange for the issuance by Prologis OP of the partnership interests in Prologis OP to other subsidiaries of Prologis; (iv) and thereafter, Prologis OP Merger Sub merged with and into the Partnership, with the Partnership continuing as the surviving entity and a wholly owned subsidiary of Prologis OP. Pursuant to the Merger Agreement, at the effective time of the Company Merger (the "Company Merger Effective Time"), each outstanding common share of beneficial interest, par value $0.001 per share, of the Company (a "Company Common Share"), held by the reporting person immediately prior to Company Merger Effective Time was automatically converted into one newly issued share of beneficial interest, par value $0.001 per share, of New Liberty Holdco (a "New Liberty Holdco Common Share").

6. (Continued from footnote 5) At the effective time of the Topco Merger (the "Topco Merger Effective Time"), each outstanding New Liberty Holdco Common Share held by the reporting person was automatically converted into the right to receive 0.675 (the "Exchange Ratio") validly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share, of Prologis ("Prologis Common Stock" and such consideration, the "Merger Consideration") together with cash in lieu of fractional shares, without interest, but subject to any withholding required under applicable tax law, upon the terms and subject to the conditions set forth in the Merger Agreement. On January 31, 2020, the closing price of the Company Common Shares was $62.65 per share and the closing price of Prologis Common Stock was $92.88 per share.

Remarks:

	Shawn Neuman by Mary Beth Morrissey as Attorney-in-Fact	02/04/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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