4//SEC Filing
LINGERFELT DAVID L 4
Accession 0001209191-20-006418
CIK 0000921112other
Filed
Feb 3, 7:00 PM ET
Accepted
Feb 4, 4:50 PM ET
Size
11.3 KB
Accession
0001209191-20-006418
Insider Transaction Report
Form 4
LINGERFELT DAVID L
Director
Transactions
- Disposition to Issuer
Common Shares of Beneficial Interest ($0.001 par value)
2020-02-03−53,095→ 0 total
Footnotes (4)
- [F1]30,674 of the common shares represent common shares issuable in exchange for units of limited partnership interest in the Partnership (as defined below). In the Mergers (as defined below), such units will be cancelled and the reporting person will receive a number of common units in Prologis OP (as defined below) equal to the number of units in the Partnership multiplied by the Exchange Ratio (as defined below).
- [F2]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;
- [F3](Continued from footnote 2) (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 (the "Partnership Merger" and together with the Company Merger and the Topco Merger, the "Mergers"). 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,
- [F4](Continued from footnote 3) par value $0.001 per share, of New Liberty Holdco (a "New Liberty Holdco Common Share"). 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.
Issuer
LIBERTY PROPERTY TRUST
CIK 0000921112
Entity typeother
Related Parties
1- filerCIK 0001248328
Filing Metadata
- Form type
- 4
- Filed
- Feb 3, 7:00 PM ET
- Accepted
- Feb 4, 4:50 PM ET
- Size
- 11.3 KB