| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol LIBERTY PROPERTY TRUST [ LRY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/16/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares of Beneficial Interest ($0.001 par value) | 03/16/2015 | A | 7,575(1) | A | (2) | 96,559(3) | D | |||
| Common Shares of Beneficial Interest ($0.001 par value) | 03/16/2015 | F | 3,248 | D | $35.18 | 93,311(3) | D | |||
| Common Shares of Beneficial Interest ($0.001 par value) | 03/16/2015 | A | 5,697(4) | A | $35.18 | 99,008(3) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $35.18 | 03/16/2015 | A | 46,452 | (5) | 03/16/2025 | Common Shares | 46,452 | (2) | 46,452 | D | ||||
| Explanation of Responses: |
| 1. Consists of 3,693, 1,129 and 1,236 common shares issuable pursuant to restricted share units granted in 2012, 2013 and 2014, respectively, as compensation, the performance conditions relating to which have been satisfied, as well as 1,517 shares that accrued under the Company's Dividend Reinvestment Plan with respect to those restricted share units as to which the performance conditions have been satisfied. |
| 2. Received as employment compensation. |
| 3. Includes (i) 125 common shares held in an individual retirement account on behalf of the reporting person's spouse, of which shares the reporting person disclaims beneficial ownership and (ii) 14,491 common shares issuable upon exchange of units of limited partnership interest of Liberty Property Limited Partnership, a Pennsylvania limited partnership. |
| 4. The stock acquired reflects the election by the reporting person to receive common shares in lieu of cash for all or part of annual performance bonus compensation for 2014, consistent with a policy adopted by the Trust's Compensation Committee with respect to employee annual performance bonus compensation. By making such election, the reporting person received shares equal to 120% of the cash value of such bonus or portion thereof, less applicable withholding tax (the "Bonus Value"). The reporting person received the number of common shares able to be purchased with the dollar amount of the Bonus Value based on the closing price per share of the common shares on March 16, 2015 ($35.18). |
| 5. Options granted are exercisable 20% after the first anniversary of the date of grant, 50% after the second anniversary and fully after the third anniversary. |
| Remarks: |
| Michael T. Hagan by Mary Beth Morrissey as Attorney-in-Fact | 03/18/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
