POS EX

As filed with the Securities and Exchange Commission on January 4, 2024

Registration No. 333-256823

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 13 to

Form S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

JLL Income Property Trust, Inc.

(Exact Name of Registrant as Specified in Governing Instruments)

333 West Wacker Drive

Chicago, Illinois 60606

(312) 897-4000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

C. Allan Swaringen

Chief Executive Officer and President

333 West Wacker Drive

Chicago, Illinois 60606

(312) 897-4000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With copies to:

Rosemarie A. Thurston

Jason W. Goode

Alston & Bird LLP

1201 West Peachtree Street

Atlanta, Georgia 30309

(404) 881-7000

Approximate date of commencement of proposed sale to the public: This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.xRegistration No. 333-256823

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	x(Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☐

Explanatory Note

This Post-Effective Amendment No. 13 to the Registration Statement on Form S-11 (No. 333-256823) is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement.

PART II

Information Not Required in the Prospectus

Item 36. Financial Statements and Exhibits.

(b)  Exhibits.

The following exhibit is filed as part of this registration statement:

Ex.	Description
23.4	Consent of SitusAMC Real Estate Valuation Services, LLC

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that the registrant meets all of the requirements for filing on Form S-11 and has duly caused this amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on this 4th day of January, 2024.

JLL Income Property Trust, Inc.
By:	/s/    C. Allan Swaringen
	C. Allan Swaringen
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this amended Registration Statement has been signed by the following persons in the capacities and on the dates as indicated.

Name		Title	Date
/s/ C. Allan Swaringen		President, Chief Executive Officer (Principal Executive Officer) and Director	January 4, 2024
C. Allan Swaringen
/s/ Gregory A. Falk		Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	January 4, 2024
Gregory A. Falk
*		Chairman of the Board	January 4, 2024
Lynn C. Thurber
*		Director	January 4, 2024
Douglas A. Lindgren
*		Director	January 4, 2024
Jacques N. Gordon
*		Director	January 4, 2024
R. Martel Day
*		Director	January 4, 2024
Kristy F. Heuberger
*		Director	January 4, 2024
Robin. M. Zeigler
*		Director	January 4, 2024
Tamara D. Fischer
*		Director	January 4, 2024
William E. Sullivan
*By:	/s/ C. Allan Swaringen	Attorney-in-Fact	January 4, 2024
	C. Allan Swaringen

EX-23.4

Exhibit 23.4

Consent of Independent Valuation Advisor

We hereby consent to (1) the reference to our name (including under the heading “Experts”) and description of our role in the valuation process of any properties of JLL Income Property Trust, Inc. (the “Company”) in the Company's Registration Statement on Form S-11 (Commission File No. 333-256823), and the prospectus included therein (the “Prospectus”) and in any future amendments or supplements thereto, and (2) the disclosure on page 1 of Supplement No. 13 to the Prospectus and in any future amendments or supplements thereto that the amount presented in the line item “Real estate investments” represents the sum of the estimated values of the Company's properties we have provided to the Company, as of the date presented.

/s/ SitusAMC Real Estate Valuation Services, LLC

West Des Moines, Iowa

January 4, 2024