As filed with the Securities and Exchange Commission on April 20, 2017
Registration No. 333-196886
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 16 to
Form S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
Jones Lang LaSalle 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.
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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.
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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.
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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.
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Registration No. 333-196886
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.
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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):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Explanatory Note
This Post-Effective Amendment No. 16 to the Registration Statement on Form S-11 (No. 333-196886) 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
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Item 36.
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Financial Statements and Exhibits.
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(b) Exhibits.
The following exhibit is filed as part of this registration statement:
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Ex.
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Description
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1.1
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Amendment to Dealer Manager Agreement between Jones Lang LaSalle Income Property Trust, Inc. and LaSalle Investment Management Distributors, LLC, dated as of April 1, 2017.
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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 20th day of April, 2017.
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Jones Lang LaSalle Income Property Trust, Inc.
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By:
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/s/ C. Allan Swaringen
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C. Allan Swaringen
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Chief Executive Officer
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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.
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Name
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Title
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Date
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/s/ C. Allan Swaringen
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Chief Executive Officer (Principal Executive Officer)
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April 20, 2017
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C. Allan Swaringen
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/s/ Gregory A. Falk
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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April 20, 2017
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Gregory A. Falk
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*
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Chairman of the Board
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April 20, 2017
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Lynn C. Thurber
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*
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Director
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April 20, 2017
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Virginia G. Breen
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*
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Director
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April 20, 2017
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Jonathan B. Bulkeley
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*
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Director
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April 20, 2017
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Jacques N. Gordon
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*
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Director
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April 20, 2017
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R. Martel Day
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*
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Director
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April 20, 2017
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Jason B. Kern
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*
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Director
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April 20, 2017
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William E. Sullivan
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*By:
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/s/ C. Allan Swaringen
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Attorney-in-Fact
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April 20, 2017
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C. Allan Swaringen
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Exhibit 1.1
FIRST AMENDMENT TO
DEALER MANAGER AGREEMENT
THIS FIRST AMENDMENT TO DEALER MANAGER AGREEMENT (this “
Amendment
”) dated April 1, 2017 (the “
Amendment Date
”) is entered into by and between LaSalle Investment Management Distributors, LLC (the “
Dealer Manager
”) and Jones Lang LaSalle Income Property Trust, Inc. (the “
Company
”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement (as defined below) as amended hereby.
RECITALS
WHEREAS
, the Dealer Manager and the Company previously entered into that certain Dealer Manager Agreement, dated January 5, 2015 (the “
Agreement
”); and
WHEREAS
, in accordance with Section 13.3 of the Agreement, the Dealer Manager and the Company desire to amend the Agreement to reduce the maximum selling commission paid with respect to each Class A Primary Share on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE
, for good and valuable consideration, receipt of which is hereby acknowledged, and the mutual promises contained herein, the parties hereto agree that the Agreement shall be amended as follows:
1.
Amendment to Schedule 1 of the Agreement
. Schedule 1 of the Agreement is hereby amended by replacing in its entirety the first paragraph under Paragraph B with the following:
The Company will pay Dealer Manager selling commissions in the amount of up to (i) 3.0% of the NAV per Class A Share of each sale of Class A Primary Shares and (ii) 1.5% of the NAV per Class A-I Share of each sale of Class A-I Primary Shares, unless a reduced amount is agreed to in the participating broker-dealer agreement for the Participating Broker-Dealer which made that particular sale. The Company will not pay to the Dealer Manager any selling commissions in respect of the sale of any Class M or Class M-I shares or DRIP Shares.
2.
Amendment to Exhibit A (
Form of Participating Broker Dealer Agreement
) of the Agreement
. Schedule 1 of Exhibit A (
Form of Participating Broker Dealer Agreement
) of the Agreement is hereby amended by replacing in its entirety Paragraph A(1) with the following:
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A.
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Terms and Conditions of the Selling Commissions
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1.
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Class A Primary Shares
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Participating Broker-Dealer will receive a selling commission in an amount of up to % of the NAV per Class A Primary Share on each Class A Primary Share sold by Participating Broker-Dealer calculated after the close of business on the day the subscription agreement is accepted and confirmed by the Company, or if such day is not a business day, calculated after the close of business on the next business day, and sold by it and accepted and confirmed by the Company. Participating Broker-Dealer has agreed to offer the following discounts to qualifying purchasers for Class A Primary Shares as permitted by the terms of the Prospectus:
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Aggregate Purchase Price of Class A Shares
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Class A Selling Commission as a % of NAV
Per Class A Share
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$10,000 - $149,999.99
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3.0
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%
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$150,000 - $499,999.99
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2.5
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$500,000 - $999,999.99
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2.0
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$1,000,000 and up
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1.5
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3.
Notice
. The provisions of Section 16 of the Agreement shall remain in full force and effect, except that the address of the Company and the Dealer Manager shall be as follows:
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If to the Company:
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Jones Lang LaSalle Income Property Trust, Inc.
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333 West Wacker Drive
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Chicago, Illinois 60606
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Attention: Chief Executive Officer
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If to the Dealer Manager:
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LaSalle Investment Management Distributors, LLC
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333 West Wacker Drive
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Chicago, Illinois 60606
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Attention: General Counsel
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4.
Confirmation of Agreement
. Except as amended herein, the Agreement shall remain in full force and effect.
5.
Entire Agreement
. This Amendment, together with the Agreement, represents the entire agreement related to the subject matter contemplated hereby and thereby.
6.
Counterparts; Signature
. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same instrument. Facsimile and .pdf transmissions of the signature of this Amendment may be relied upon, and shall have the same force and effect, as the original of such signature.
[
SIGNATURE PAGES FOLLOW IMMEDIATELY HEREAFTER
]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
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JONES LANG LASALLE INCOME PROPERTY TRUST, INC.
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By:
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/s/ C. Allan Swaringen
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Name: C. Allan Swaringen
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Title: President and CEO
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LASALLE INVESTMENT MANAGEMENT DISTRIBUTORS, LLC
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By:
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/s/ Gregory T. Gore
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Name: Gregory T. Gore
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Title: Managing Director
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