ALSTON&BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000
Fax:404-881-7777
www.alston.com
Rosemarie A. Thurston |
| Direct Dial: 404-881-4417 |
| E-mail: rosemarie.thurston@alston.com |
October 4, 2011
VIA EDGAR AND FACSIMILE
Ms. Jennifer Gowetski
Senior Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
Mail Stop 3010
Washington, DC 20549-6010
Re: Clarion Partners Property Trust Inc.
File No. 333-164777
Dear Ms. Gowetski:
This letter sets forth the response of our client, Clarion Partners Property Trust Inc. (the “Issuer”), to the comment by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) provided verbally to Alston & Bird LLP on October 3, 2011 regarding the Issuer’s Post-Effective Amendment No. 1 filed September 28, 2011 to its registration statement on Form S-11. For your convenience, we have set forth below the Staff’s comment followed by the Issuer’s response.
Prospectus Summary, page 9
1) Comment: In the first paragraph under the heading “Clarion Partners Property Trust Inc.,” either delete or add balancing language following the sentence “In an effort to provide our stockholders….”
Response: The Issuer undertakes to add the following sentences to page 9 immediately following the sentence “In an effort to provide our stockholders….”
The redemption plan limits redemptions to shares with a value of 5% of NAV per quarter, or approximately 20% of NAV per year, and our board of directors may modify or suspend the redemption plan. As a result, our shares should be considered as having limited liquidity and at times may be illiquid.
The Issuer will add these sentences in the 424(b)(3) prospectus to be filed with the Commission following the notice of effectiveness.
Atlanta · Brussles · Charlotte · Dallas · Los Angeles · New York · Research Triangle · Silicon Valley · Ventura County · Washington, D.C.
Should you have any further questions or need additional information, please do not hesitate to contact me at 404-881-4417.
| Sincerely, |
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| /s/ ROSEMARIE A. THURSTON |
| Rosemarie A. Thurston |
cc: Mr. Edward L. Carey, Clarion Partners Property Trust Inc.
Mr. Douglas L. DuMond, Clarion Partners Property Trust Inc.
Mr. Jason W. Goode, Alston & Bird LLP
