Jones Lang LaSalle Income Property Trust, Inc. (Form: 8-K, Received: 05/17/2016 12:09:19)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 11, 2016

Jones Lang LaSalle Income Property Trust, Inc.

(Exact name of registrant as specified in its charter)



Maryland	000-51948		20-1432284
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS employer Identification No.)

333 West Wacker Drive, Chicago, IL		60606
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 897-4000


N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02. Unregistered Sales of Equity Securities.

On May 11, 2016, Jones Lang LaSalle Income Property Trust, Inc. (the “ Company ”) received $22,480 relating to the sale and issuance of 2,000 of its Class M-I Common Stock at the NAV per Share of $11.24. On May 16, 2016, the Company received $73,060 relating to the sale and issuance of 6,500 of its Class M-I Common Stock at the NAV per Share of $11.24.

These sales of the Class M-I Common Stock are exempt from registration under Section 4(2) of the Securities Act of 1933 (the “Securities Act”) because the purchaser is an accredited investor within the meaning of Regulation D promulgated under the Securities Act.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Company filed Articles Supplementary establishing and fixing the rights and preferences of the Corporation’s Class D Common Shares, Class A-I Common Shares and Class M-I Common Shares, as accepted for record by the State Department of Assessments and Taxation of Maryland (the “SDAT”) on June 5, 2014, and as amended pursuant to Articles of Amendment accepted for record by the SDAT on July 9, 2014 (as amended, the “Articles Supplementary”).

On May 11, 2016, the Company filed a Certificate of Correction (the “ Certificate of Correction ”) with SDAT correcting an inadvertently omitted parenthetical in Section 27(iii) clarifying that sales of Class M-I Common Shares to the Company’s executive officers and directors and the Company’s advisor’s senior management are not required to be made through registered broker-dealers. The Certificate of Correction became effective upon filing.

A copy of the Certificate of Correction, as filed with SDAT is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number	Description
3.1	Certificate of Correction, as filed with SDAT, on May 11, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JONES LANG LASALLE INCOME PROPERTY TRUST, INC.

By: /s/ C. ALLAN SWARINGEN

Name: C. Allan Swaringen

Title: Chief Executive Officer and President

Date: May 17, 2016

EXHIBIT INDEX



Exhibit Number	Description
3.1	Certificate of Correction, as filed with SDAT, on May 11, 2016.

Exhibit 3.1

JONES LANG LASALLE INCOME PROPERTY TRUST, INC.

Certificate of Correction

Class D Common Shares

Class A-I Common Shares

Class M-I Common Shares

Jones Lang LaSalle Income Property Trust, Inc., a Maryland corporation (the “ Corporation ”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

First: The Corporation filed Articles Supplementary establishing and fixing the rights and preferences of the Corporation’s Class D Common Shares, Class A-I Common Shares and Class M-I Common Shares, as accepted for record by the State Department of Assessments and Taxation of Maryland (the “ SDAT ”) on June 5, 2014, and as amended pursuant to Articles of Amendment accepted for record by the SDAT on July 9, 2014 (as amended, the “ Articles Supplementary ”). The Articles Supplementary require correction as permitted by Section 1-207 of the Maryland General Corporation Law. The Articles Supplementary being corrected inadvertently omitted a parenthetical in Section 27(iii) below clarifying that sales of Class M-I Common Shares to the Company’s executive officers and directors and the Advisor’s senior management are not required to be made through registered broker-dealers as contemplated and permitted by Section 27(ii)(f) below.

Second : Section 27 of the Articles Supplementary to be corrected hereby is as follows:

“(27) Suitability . Until a Listing has occurred, the following provisions shall apply:

(i) a prospective purchaser of Class M-I Common Shares in a Public Offering must represent to the Corporation that the applicable suitability standards set forth in the Prospectus have been satisfied;

(ii) no Person may purchase Class M-I Common Shares unless such purchases are made (a) through fee-based programs, also known as wrap accounts, of investment dealers, (b) through participating broker-dealers that have alternative fee arrangements with their clients, (c) through certain registered investment advisors, (d) through bank trust departments or any other organization authorized to act in a fiduciary capacity for its clients or customers, (e) by endowments, foundations, pension funds and other institutional investors or (f) by the Company’s executive officers and directors and their immediate family members, and, if approved by the Company’s board of directors or the Advisor, joint venture partners, consultants, and other service providers; and

(iii) all sales of Class M-I Common Shares must be made through registered broker-dealers.”

Third : Section 27 of the Articles Supplementary as corrected hereby is as follows:

“(27) Suitability . Until a Listing has occurred, the following provisions shall apply:

(iii) all sales of Class M-I Common Shares (except for sales to the Company’s executive officers and directors and the Advisor’s senior management) must be made through registered broker-dealers.”

Fourth : The undersigned President and Chief Executive Officer of the Corporation acknowledges this Certificate of Correction to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President and Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF , the Corporation has caused this Certificate of Correction to be executed under seal in its name and on its behalf by its President and Chief Executive Officer and attested to by its Secretary on this 11th of May, 2016.


ATTEST:	JONES LANG LASALLE INCOME PROPERTY TRUST, INC.



By:	/s/ Gordon G. Repp	By:	/s/ C. Allan Swaringen	(SEAL)
	Gordon G. Repp		C. Allan Swaringen
	Secretary		President and Chief Executive Officer