0001209191-20-006409.txt : 20200204 0001209191-20-006409.hdr.sgml : 20200204 20200204164643 ACCESSION NUMBER: 0001209191-20-006409 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200201 FILED AS OF DATE: 20200204 DATE AS OF CHANGE: 20200204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morrissey Mary Beth CENTRAL INDEX KEY: 0001676152 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13130 FILM NUMBER: 20574469 MAIL ADDRESS: STREET 1: C/O LIBERTY PROPERTY TRUST STREET 2: 500 CHESTERFIELD PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY PROPERTY TRUST CENTRAL INDEX KEY: 0000921112 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 237768996 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: SUITE 400 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6106481700 MAIL ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: SUITE 400 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: ROUSE & ASSOCIATES PROPERTY TRUST DATE OF NAME CHANGE: 19940421 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-02-01 1 0000921112 LIBERTY PROPERTY TRUST LPT 0001676152 Morrissey Mary Beth C/O LIBERTY PROPERTY TRUST 650 EAST SWEDESFORD ROAD, SUITE 400 WAYNE PA 19087 0 1 0 0 SVP & Chief Accounting Officer Common Shares of Beneficial Interest ($0.001 par value) 2020-02-01 4 A 0 3241.681 A 68849.681 D Common Shares of Beneficial Interest ($0.001 par value) 2020-02-01 4 F 0 3561.447 62.65 D 65288.234 D Common Shares of Beneficial Interest ($0.001 par value) 2020-02-03 4 D 0 65288.234 D 0 D Employee Stock Option (right to buy) 34.56 2020-02-03 4 D 0 1017 D 2022-03-16 Common Shares 1017 0 D Employee Stock Option (right to buy) 37.26 2020-02-03 4 D 0 1494 D 2024-03-17 Common Shares 1494 0 D Employee Stock Option (right to buy) 35.18 2020-02-03 4 D 0 3546 D 2025-03-16 Common Shares 3546 0 D Consists of common shares issuable pursuant to restricted share units granted in 2018 and 2019, 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. Received as employment compensation. Consists of shares withheld in payment of income taxes upon the vesting of the restricted share units reported in line 1 of Table I in this Form 4 and the termination and conversion of the options reported in Table II in this Form 4. 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; (Continued from footnote 4) (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. 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, par value $0.001 per share, of New Liberty Holdco (a "New Liberty Holdco Common Share"). (Continued from footnote 5) 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. Pursuant to the Merger Agreement, each Company stock option outstanding immediately prior to the Company Merger Effective Time held by the reporting person was automatically converted into an equivalent equity award relating to an equal number of New Liberty Holdco Common Shares and was otherwise be subject to all of the same terms and conditions (including per share exercise price, if applicable) that applied to such award immediately prior to the Company Merger Effective Time. Pursuant to the Merger Agreement, at the Topco Merger Effective Time, each outstanding and unexercised stock option to purchase Company Common Shares held by the reporting person (recognizing and taking into account that each such option was, at the Company Merger Effective Time, converted into an option to purchase New Liberty Holdco Common Shares, as described in footnote 7) was automatically terminated and converted into the right of the reporting person to receive a number of shares of Prologis Common Stock, equal to the quotient, rounded down to the nearest whole number of shares, of (i)(A) the number of New Liberty Holdco Common Shares that were subject to such option immediately prior to the Topco Merger Effective Time, multiplied by (B) the excess, if any, of the value of the Merger Consideration (which, for this purpose, equals the product of the Exchange Ratio, multiplied by the Prologis VWAP (as defined below) over the per share exercise price of the Company stock option, (Continued from footnote 8) divided by (ii) the Prologis VWAP, plus any fractional share consideration that the reporting person has the right to receive pursuant to the Merger Agreement, less applicable taxes and withholdings. Prologis VWAP means the volume weighted average price of Prologis Common Stock for the 10 trading days immediately prior to the 2nd business day prior to the date of the Topco Merger Effective Time, starting with the opening of trading on the 1st trading day of such period and ending with the closing of trading on the trading day immediately prior to the 2nd business day prior to the date of the Topco Merger Effective Time, as reported by Bloomberg (or, in the event Bloomberg does not report such information, such third-party service as is mutually agreed upon in good faith by Prologis and the Company). Granted March 16, 2012 and became exercisable 20% after the first anniversary of the date of grant, 50% after the second anniversary and fully after the third anniversary. Granted March 17, 2014 and became exercisable 20% after the first anniversary of the date of grant, 50% after the second anniversary and fully after the third anniversary. Granted March 16, 2015 and became exercisable 20% after the first anniversary of the date of grant, 50% after the second anniversary and fully after the third anniversary. Mary Beth Morrissey 2020-02-04 EX-24.4_891777 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned's hereby makes, constitutes and appoints each of Christopher J. Papa, Herman C. Fala and Mary Beth Morrissey, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or trustee of Liberty Property Trust (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute of substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of May, 2017. By: /s/ Mary Beth Morrissey ----------------------- Mary Beth Morrissey