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^*

Hagan Michael T

(Last)

(First)

(Middle)

C/O LIBERTY PROPERTY TRUST

650 EAST SWEDESFORD ROAD

(Street)

WAYNE

19087

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2019

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)	02/26/2019		A		32,407⁽¹⁾	A	$0.00⁽²⁾	194,052	D
Common Shares of Beneficial Interest ($0.001 par value)	02/27/2019		M		34,114	A	$32.71	228,166	D
Common Shares of Beneficial Interest ($0.001 par value)	02/27/2019		S		27,626	D	$47.218⁽³⁾	200,540	D
Common Shares of Beneficial Interest ($0.001 par value)	02/27/2019		F		1,634⁽⁴⁾	D	$47.55	198,906	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)
Employee Stock Option (right to buy)	$32.71	02/27/2019		M			34,114	⁽⁵⁾	03/16/2020	Common Shares	34,114	⁽²⁾	7,038	D

Explanation of Responses:

1. Includes (i) 5,262 restricted common shares granted on February 26, 2019 that will vest on the third anniversary of the date of grant, subject to continued employment and (ii) 27,145 common shares consisting of common shares issuable pursuant to restricted share units granted in 2016, 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. Represents the weighted average of a range of sale prices per share from $47.18 to $47.245. The reporting person undertakes to provide to the Staff of the Securities and Exchange Commission, the Company or any shareholder of the Company, upon request, full information regarding the number of common shares sold at each separate price.

4. Consists of shares withheld in payment of income taxes upon the vesting of shares issued pursuant to awards the vesting conditions relating to which have been satisfied, all of which such shares have been previously reported by the reporting person.

5. Options became exercisable 20% after the first anniversary of the date of the grant, 50% after the second anniversary and fully after the third anniversary.

Remarks:

	Michael T. Hagan by Herman C. Fala as Attorney-in-Fact	02/28/2019
	** 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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