X0206 3 2015-02-17 0 0001558441 INDUSTRIAL PROPERTY TRUST INC. NONE 0001046625 ZUCKER EVAN 518 SEVENTEENTH STREET, 17TH FLOOR DENVER CO 80202 1 1 0 0 Chairman of the Board Common Stock, par value $0.01 per share 52430 I See Footnote Common Stock, par value $0.01 per share 100 I Industrial Property Advisors Group LLC Common Stock, par value $0.01 per share 23828 I Industrial Property Advisors LLC Special Units Common Stock I By Industrial Property Advisors Group LLC The common stock, par value $0.01 per share (the "Common Stock"), of Industrial Property Trust Inc. (the "Company") is not listed on a national securities exchange or over-the-counter market and does not have a ticker or trading symbol. May be attributed to the Reporting Person based upon the fact that the Reporting Person is one of several individuals and/or their affiliates that directly or indirectly control Industrial Property Advisors Group LLC (the "Sponsor") and Industrial Property Advisors LLC (the "Advisor"). The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by the Advisor and the shares of Common Stock and Special Units held by the Sponsor, except to the extent of his pecuniary interest therein. (Continued in Footnote 3) "Special Units" represent an interest in Industrial Property Operating Partnership LP (the "Partnership") that entitles the holder to receive distributions from the Partnership under certain circumstances. The Special Units will be converted into Partnership Units that, at the election of the holder, will remain Partnership Units, will be repurchased for cash (or, in certain circumstances, a promissory note) or will be redeemed for shares of Common Stock, immediately following the earliest to occur of: (i) the listing of the Common Stock on a national securities exchange, (ii) certain change of control events or (iii) the termination or non-renewal of the Amended and Restated Advisory Agreement, dated as of July 16, 2014, by and among the Company, the Partnership and the Advisor. (Continued in Footnote 4) The conversion ratio depends on the triggering event and will be calculated in accordance with the terms of the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of August 13, 2013. There is no expiration date for the conversion right of the Special Units. (Continued in Footnote 5) "Partnership Units" are units representing a limited partnership interest in the Partnership, of which the Company is the general partner. Subject to certain limitations, beginning one year following the date of issuance of the Partnership Units, the Partnership Units are redeemable on a one-for-one basis for shares of the Company's Common Stock, or generally at the option of the Company, cash. There is no expiration date for the right to redeem the Partnership Units. The shares indicated in the table as being owned by Mr. Zucker are owned indirectly through a limited liability company. /s/ Sarah Wadsworth, Attorney-in-Fact 2015-02-17