Jones Lang LaSalle Income Property Trust, Inc. - FORM 8-K - November 25, 2020


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 (Date of earliest event reported) November 20, 2020
Jones Lang LaSalle Income Property Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland000-5194820-1432284
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS employer
Identification No.)
333 West Wacker Drive, Chicago, IL60606
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (312) 897-4000
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 3.02 - Unregistered Sales of Equity Securities

On November 20, 2020, Jones Lang LaSalle Income Property Trust, Inc. (the “Company”), through a subsidiary of its operating partnership, JLLIPT Holdings LP (the “Operating Partnership”), entered into an agreement pursuant to which the Operating Partnership and/or the Company will issue approximately $30.0 million of newly-issued Class M-I partnership units in the Operating Partnership (“Class M-I Units”) and/or newly-issued Class M-I shares of common stock of the Company, par value $0.01 per share (“Class M-I Shares”), in exchange for a contribution of assets. The transaction is expected to close in December 2020, following the satisfaction of customary closing conditions.

The number of Class M-I Units and/or Class M-I Shares to be issued at the closing will be based on the daily net asset value per Class M-I Unit or Class M-I Share, as applicable, as reported by the Company on the closing date. The Class M-I Units issued by the Operating Partnership, if any, will be redeemable at the option of the holders thereof for cash or, at the Company’s option, for Class M-I Shares on a one-for-one basis, subject to certain adjustments and applicable holding periods.

The issuance of the Class M-I Units and/or Class M-I Shares described above, and any issuance of the Company’s Class M-I Shares in connection with a future redemption of the Class M-I Units, will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.




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.
 
JONES LANG LASALLE INCOME PROPERTY TRUST, INC.
 
By:/s/ Gregory A. Falk  
 Name: Gregory A. Falk  
 Title: Chief Financial Officer and Treasurer  
Date: November 25, 2020


Jones Lang LaSalle Income Property Trust, Inc. Reports