Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

(1)  Based upon an aggregate of 91,003,408 shares of common stock of the Issuer issued and outstanding as of March 31, 2016.

 

2

 

 

(1)  Based upon an aggregate of 91,003,408 shares of common stock of the Issuer issued and outstanding as of March 31, 2016.

 

3

 

 

(1)  Based upon an aggregate of 91,003,408 shares of common stock of the Issuer issued and outstanding as of March 31, 2016.

 

4

 

 

(1)  Based upon an aggregate of 91,003,408 shares of common stock of the Issuer issued and outstanding as of March 31, 2016.

 

5

 

 

(1)  Based upon an aggregate of 91,003,408 shares of common stock of the Issuer issued and outstanding as of March 31, 2016.

 

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This Amendment No. 3 (this Amendment) to Schedule 13D amends and supplements the information set forth in the Schedule 13D filed by Jones Lang LaSalle Incorporated (JLL), LIC II Solstice Holdings, LLC (LIC II Solstice), LaSalle US Holdings Inc. (LUSHI), Jones Lang LaSalle Co-Investment, Inc. (JLL Co-Investment), LaSalle Investment Management (LIM), LaSalle Investment Company IIB Limited Partnership (LIC Partnership) and LIC II (General Partner) Limited (LIC II Limited and, collectively with LIC II Solstice, LUSHI, JLL Co-Investment, LIM and LIC Partnership, the Reporting Persons) with the Securities and Exchange Commission (the SEC) on August 8, 2012 (the Schedule 13D), as subsequently amended thereafter, with respect to the Common Stock of Jones Lang LaSalle Income Property Trust, Inc. (the Issuer). The purpose of this Amendment is to report (i) the sale by JLL Co-Investment of 579,169 shares of the Issuers Common Stock and (ii) changes in the percentages of the Issuers outstanding Common Stock beneficially owned by the Reporting Persons as a result of changes in the number of outstanding shares of the Issuers Common Stock.

 

Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

 

Item 5.                                 Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a) The calculations in this Item are based upon an aggregate of 91,003,408 shares of common stock of the Issuer issued and outstanding as of March 31, 2016. As of the date hereof, the Reporting Persons collectively own 5,147,000 shares of Common Stock. Such shares constitute 5.7% of the outstanding shares of Common Stock of the Issuer. The foregoing calculation is made pursuant to Rule 13d-3 promulgated under the Act.

 

From the date of the original filing of the Schedule 13D by the Reporting Persons through the date of this Amendment, the Issuer has issued a net aggregate of 64,552,344 additional shares of its Common Stock to purchasers other than the Reporting Persons through the Issuers ongoing public offering of its Common Stock. As a result, the percentage of the Common Stock beneficially owned by each of the Reporting Persons proportionally decreased over such period (subject to the additional decrease in shares held by LUSHI as a result of its sale of shares of Common Stock to JLL Co-Investment on May 19, 2015, and the resulting equal increase in the number of shares of Common Stock held by JLL Co-Investment, and the subsequent sale by JLL Co-Investment of shares of Common Stock in the Issuer). Other than the sale by LUSHI of its shares of Common Stock on May 29, 2015 and by JLL Co-Investment of 579,169 shares of Common Stock on March 29, 2016, none of the Reporting Persons has disposed of or acquired any shares of Common Stock of the Issuer at any time since their acquisition date.

 

(b)         Number of shares as to which such person has:

 

(b)         Sole power to vote or direct the vote:

 

See item 7 on Cover Pages to this Schedule 13D.

 

(ii)          Shared power to vote or to direct the vote

 

See item 8 on Cover Pages to this Schedule 13D.

 

(iii)       Sole power to dispose or to direct the disposition of

 

See item 9 on Cover Pages to this Schedule 13D.

 

(iv)      Shared power to dispose or to direct the disposition of

 

See item 10 on Cover Pages to this Schedule 13D.

 

(c)          Except as described in this Schedule 13D, the persons identified in Item 2 of this Schedule 13D have not effected any transaction in shares of Common Stock during the preceding 60 days.

 

(ci)       Except as described in this Schedule 13D, no person has the power to direct the receipt of dividends on, or the proceeds of sales of, the shares of Common Stock owned by the Reporting Persons.

 

(cii)    Not applicable.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: April 15, 2016

 

JONES LANG LASALLE INCORPORATED
By:	/s/ Bryan Duncan
Name:	Bryan Duncan
Title:	Treasurer

 

JONES LANG LASALLE CO-INVESTMENT, INC.
By:	/s/ Bryan Duncan
Name:	Bryan Duncan
Title:	Director

 

 

 

LIC II (General Partner) LIMITED
By:	/s/ James Lyon
Name:	James Lyon
Title:	Director

 

LASALLE INVESTMENT COMPANY IIB LIMITED PARTNERSHIP
By:	LIC II (GENERAL PARTNER) LIMITED, its general partner
By:	/s/ James Lyon
Name:	James Lyon
Title:	Director

 

LIC II SOLSTICE HOLDINGS, LLC
By:	/s/ Julie Manning
Name:	Julie Manning
Title:	President

 

 

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SCHEDULE I

 

Information with Respect to Executive

Officers and Directors of the Undersigned

Schedule I to Schedule 13D is amended and restated as follows:

 

The following sets forth as to each of the executive officers and directors of the undersigned: his/her name; his/her business address; his/her present principal occupation or employment and the name, principal address of any corporation or other organization in which such employment is conducted. For any information required to be provided in Schedule 13D with respect to officers and directors of Jones Lang LaSalle Incorporated (JLL) and to the extent not otherwise disclosed herein, please refer to the JLL 2015 Annual Report and the JLL Proxy Statement dated April 15, 2016. All officers listed below who are associated with the Reporting Persons of JLL, Jones Lang LaSalle Americas, Inc., Jones Lang LaSalle Co-Investment, Inc. and LIC II Solstice Holdings, LLC are located at 200 E. Randolph Drive, Chicago, Illinois 60601. All persons listed below associated with the Reporting Person of LIC II (General Partner) Limited are located at One Curzon Street, London United Kingdom W1J 5HD. All directors of JLL who are otherwise listed as being a former executive have a business address of 200 E. Randolph Drive, Chicago, Illinois 60601. Officers and directors associated with Jones Lang LaSalle Americas, Inc. are located at 200 E. Randolph Drive, Chicago, Illinois 60601. Officers and directors associated with LaSalle Investment Management, Inc. are located at 333 W. Wacker Drive, Chicago, Illinois 60606. In addition, the Reporting Person LaSalle Investment Company IIB Limited Partnership does not have any officers or directors.

 

Jones Lang LaSalle Incorporated:
Directors:
Sheila A. Penrose Citizenship: United Kingdom		Chairman of the Jones Lang LaSalle Incorporated Board and Former President, Corporate and Institutional Services, Northern Trust Corporation
Colin Dyer Citizenship: United Kingdom and United States		Chief Executive Officer and President, Jones Lang LaSalle Incorporated 200 E. Randolph Drive, Chicago, Illinois 60601
Hugo Bagué Citizenship: Belgium		Group Executive, Rio Tinto Organisational Resources 2 Eastbourne Terrace London W2 6LG United Kingdom
Samuel A. Di Piazza, Jr. Citizenship: United States		Former Global Chief Executive Officer, Pricewaterhouse Coopers International Ltd.
Dame DeAnne Julius Citizenship: United States		Former Chairman, Royal Institute of International Affairs Chatham House 10 St. Jamess Square London SW1Y 4LE United Kingdom
Ming Lu Citizenship: Peoples Republic of China		Partner, KKR & Co., L.P. Level 56, Cheung Kong Center 2 Queens Road Central Hong Kong

 

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Martin H. Nesbitt Citizenship: United States		Co-Chief Executive Officer of The Vistria Group, LLC 300 East Randolph Street Chicago, Illinois 60601
Ann Marie Petach Citizenship: United States		Former Chief Financial Officer, BlackRock, Inc.
Shailesh Rao Citizenship: United States		Twitter SG c/o REGUS 3 Church Street 8F Samsung Hub Singapore 049483
David B. Rickard Citizenship: United States		Former Executive Vice President, Chief Financial Officer and Chief Administrative Officer, CVS Caremark Corporation
Roger T. Staubach Citizenship: United States		Executive Chairman of Jones Lang LaSalle Americas, Inc.

 

Officers:
Colin Dyer		See above
Christie B. Kelly		Chief Financial Officer
Charles J. Doyle Citizenship: United Kingdom		Chief Marketing and Communications Officer
Louis F. Bowers Citizenship: United States		Global Controller
Allan Frazier Citizenship: United States		Global Head of Data and Information Management and Chief Data Officer
James S. Jasionowski Citizenship: United States		Chief Tax Officer
David A. Johnson Citizenship: United States		Global Chief Information Officer
Patricia Maxson Citizenship: United States		Chief Human Resources Officer
Mark J. Ohringer Citizenship: United States		Global General Counsel and Corporate Secretary
Bryan Duncan Citizenship: United States		Global Treasurer
Grace T. Chang Citizenship: United States		Managing Director, Corporate Finance and Investor Relations
Parikshat Suri Citizenship: India		Director of Global Internal Audit
Jones Lang LaSalle Co-Investment, Inc.:
Directors:
Jeff Jacobson Citizenship: United States		Global Chief Executive Officer, LaSalle Investment Management, Inc.
James S. Jasionowski		See above
Christie B. Kelly		See above

 

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Bryan Duncan		See above
Officers:
Jeff Jacobson (President)		See above
LIC II (General Partner) Limited:
Directors:
James Lyon Citizenship: United Kingdom		Chief Operating Officer Europe, LaSalle Investment Management, Inc.
Jeff Jacobson		See above
Sunil Patel Citizenship: United Kingdom		Managing Director, LaSalle Investment Management, Inc.
Alan Trip Citizenship: United Kingdom		Managing Director, LaSalle Investment Management, Inc.
Officers:
Michael Coulton Citizenship: United Kingdom		Regional Director at LaSalle Investment Management, Inc.
LIC II Solstice Holdings, LLC:
Officers:
Julie Manning (President) Citizenship: United States		Portfolio Manager and Managing Director, LaSalle Investment Management, Inc.

 

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