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
500 CHESTERFIELD PARKWAY

(Street)
MALVERN PA 19355

(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)
03/16/2010
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) 03/16/2010 A 5,638(1) A (2) 53,533(3) D
Common Shares of Beneficial Interest ($0.001 par value) 03/16/2010 A 3,500(4) A (2) 57,033(5) D
Common Shares of Beneficial Interest ($0.001 par value) 03/18/2010 A 5,521(6) A (2) 62,554(7) 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
Employee Stock Option (Right to Buy) $32.71 03/16/2010 A 41,852(8) (9) 03/16/2020 Common Shares 41,852 (2) 41,852 D
Explanation of Responses:
1. Consists of 2,148 and 3,296 common shares issuable pursuant to restricted share units granted in 2008 and 2009, respectively, as compensation, the performance conditions relating to which have been satisfied, as well as 194 shares that that accrued under the Company's Dividend Reinvestment Plan with respect to those restricted share units as to which the performance conditions have been satisfied.
2. Received as employment compensation.
3. Includes (i) 125 common shares held in an individual retirement account on behalf of the reporting person's spouse, of which shares the reporting person disclaims beneficial ownership; (ii) 14,491 common shares issuable upon exchange of units of limited partnership interest of Liberty Property Limited Partnership, a Pennsylvania limited partnership; and (iii) 13,845 common shares subject to restrictions that were granted to the reporting person as compensation. Also reflects the reduction by 55 shares of the total amount held by the reporting person with respect to shares improperly reported on earlier Form 4s as having been issued to the reporting person through the issuer's dividend reinvestment and employee share purchase plans, which shares were not in fact issued.
4. Represents an award of restricted common shares made under the Trust's share incentive plan in recognition of specific contributions by the reporting person to operations of the Trust during 2009. The restrictions on these shares will lapse as to all such shares on March 16, 2013, provided that reporting person continues to be employed by, or is in the service of, the Trust as of such date, subject to automatic vesting upon the reporting person's death or disability (as defined in the Trust's share incentive plan).
5. Includes (i) 125 common shares held in an individual retirement account on behalf of the reporting person's spouse, of which shares the reporting person disclaims beneficial ownership; (ii) 14,491 common shares issuable upon exchange of units of limited partnership interest of Liberty Property Limited Partnership, a Pennsylvania limited partnership; and (iii) 17,345 common shares subject to restrictions that were granted to the reporting person as compensation. Also reflects the reduction by 55 shares of the total amount held by the reporting person with respect to shares improperly reported on earlier Form 4s as having been issued to the reporting person through the issuer's dividend reinvestment and employee share purchase plans, which shares were not in fact issued.
6. The stock acquired reflects the election by the reporting person to receive common shares in lieu of cash for all or part of annual performance bonus compensation for 2009, consistent with a policy adopted by the Trust's Compensation Committee with respect to employee annual performance bonus compensation. By making such election, the reporting person received shares equal to 120% of the cash value of such bonus or portion thereof, less applicable withholding tax (the "Bonus Value"). The reporting person received the number of common shares able to be purchased with the dollar amount of the Bonus Value based on the closing price per share of the common shares on March 16, 2010 ($32.71).
7. Includes (i) 125 common shares held in an individual retirement account on behalf of the reporting person's spouse, of which shares the reporting person disclaims beneficial ownership; (ii) 14,491 common shares issuable upon exchange of units of limited partnership interest of Liberty Property Limited Partnership, a Pennsylvania limited partnership; and (iii) 22,866 common shares subject to restrictions that were granted to the reporting person as compensation. Also reflects the reduction by 55 shares of the total amount held by the reporting person with respect to shares improperly reported on earlier Form 4s as having been issued to the reporting person through the issuer's dividend reinvestment and employee share purchase plans, which shares were not in fact issued.
8. Includes options to purchase 10,795 shares granted to the reporting person in lieu of a portion of cash incentive compensation which he otherwise would have received for 2009.
9. Options granted are exercisable 20% after the first anniversary of the date of grant, 50% after the second anniversary and fully after the third anniversary.
Remarks:
Michael T. Hagan by James J. Bowes as Attorney-in-Fact 03/18/2010
** 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.
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