Garton Daniel P SEC Form 4 Filed February 4, 2020: Statement of changes in beneficial ownership of s... Last Updated September 26, 2021 at 3:39 AM DT

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Submission Parts

Sequence Document Type File Name Description
1 SEC Form FORM 4 SUBMISSION
2 SEC Form POA DOCUMENT

FORM 4 SUBMISSION

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
OMB APPROVAL
OMB Number: 3235-0287
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X
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*
GARTON DANIEL P

(Last) (First) (Middle)
C/O LIBERTY PROPERTY TRUST
650 EAST SWEDESFORD ROAD, SUITE 400

(Street)
WAYNE PA 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2020
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)
Code V Amount (A) or (D) Price
Common Shares of Beneficial Interest ($0.001 par value) 02/03/2020 D 28,861 D (1)(2)(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $30.73 02/03/2020 D 5,000 (4)(5)(6)(7) 06/23/2020 Common Shares 5,000 (6)(7) 0 D
Stock Option (right to buy) $32.29 02/03/2020 D 5,500 (5)(6)(7)(8) 06/23/2021 Common Shares 5,500 (6)(7) 0 D
Stock Option (right to buy) $35.7 02/03/2020 D 6,000 (5)(6)(7)(9) 06/23/2022 Common Shares 6,000 (6)(7) 0 D
Stock Option (right to buy) $35.2 02/03/2020 D 6,000 (5)(6)(7)(10) 06/23/2023 Common Shares 6,000 (6)(7) 0 D
Stock Option (right to buy) $37.99 02/03/2020 D 6,000 (5)(6)(7)(11) 06/23/2024 Common Shares 6,000 (6)(7) 0 D
Explanation of Responses:
1. 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;
2. (Continued from footnote 1) (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").
3. (Continued from footnote 2) 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.
4. Granted June 23, 2010 and became exercisable 20% after the first anniversary of the date of grant, 50% after the second anniversary and fully after the third anniversary.
5. Pursuant to the Merger Agreement, each Company stock option outstanding immediately prior to the Company Merger Effective Time held by the reporting person was automatically converted into an equivalent equity award relating to an equal number of New Liberty Holdco Common Shares and was otherwise be subject to all of the same terms and conditions (including per share exercise price, if applicable) that applied to such award immediately prior to the Company Merger Effective Time.
6. Pursuant to the Merger Agreement, at the Topco Merger Effective Time, each outstanding and unexercised stock option to purchase Company Common Shares held by the reporting person (recognizing and taking into account that each such option was, at the Company Merger Effective Time, converted into an option to purchase New Liberty Holdco Common Shares, as described in footnote 5) was automatically terminated and converted into the right of the reporting person to receive a number of shares of Prologis Common Stock, equal to the quotient, rounded down to the nearest whole number of shares, of (i)(A) the number of New Liberty Holdco Common Shares that were subject to such option immediately prior to the Topco Merger Effective Time, multiplied by (B) the excess, if any, of the value of the Merger Consideration (which, for this purpose, equals the product of the Exchange Ratio, multiplied by the Prologis VWAP (as defined below) over the per share exercise price of the Company stock option,
7. (Continued from footnote 6) divided by (ii) the Prologis VWAP, plus any fractional share consideration that the reporting person has the right to receive pursuant to the Merger Agreement, less applicable taxes and withholdings. Prologis VWAP means the volume weighted average price of Prologis Common Stock for the 10 trading days immediately prior to the 2nd business day prior to the date of the Topco Merger Effective Time, starting with the opening of trading on the 1st trading day of such period and ending with the closing of trading on the trading day immediately prior to the 2nd business day prior to the date of the Topco Merger Effective Time, as reported by Bloomberg (or, in the event Bloomberg does not report such information, such third-party service as is mutually agreed upon in good faith by Prologis and the Company). The Company withheld an aggregate of 80.838 common shares, with respect to all options reflected in this Table II, in payment of certain state taxes.
8. Granted June 23, 2011 and became exercisable 20% after the first anniversary of the date of grant, 50% after the second anniversary and fully after the third anniversary.
9. Granted June 23, 2012 and became exercisable 20% after the first anniversary of the date of grant, 50% after the second anniversary and fully after the third anniversary.
10. Granted June 23, 2013 and became exercisable 20% after the first anniversary of the date of grant, 50% after the second anniversary and fully after the third anniversary.
11. Granted June 23, 2014 and became exercisable 20% after the first anniversary of the date of grant, 50% after the second anniversary and fully after the third anniversary.
Remarks:
Daniel P. Garton 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POA DOCUMENT

LIMITED POWER OF ATTORNEY

	Know all by these presents, that the undersigned's hereby makes, constitutes
and appoints each of Christopher J. Papa, Herman C. Fala and Mary Beth
Morrissey, signing singly, the undersigned's true and lawful attorney-in-fact
to:

(1)     execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or trustee of Liberty Property Trust (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;

(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and

(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute of substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 18th day of May, 2017.

/s/ Daniel P. Garton
--------------------
Daniel P. Garton
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