Statement of Changes in Beneficial Ownership (4)

FORM 4

[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * DELOACH THOMAS C JR	2. Issuer Name and Ticker or Trading Symbol LIBERTY PROPERTY TRUST [ LPT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O LIBERTY PROPERTY TRUST, 650 EAST SWEDESFORD ROAD, SUITE 400	3. Date of Earliest Transaction (MM/DD/YYYY) 2/3/2020
(Street) WAYNE, PA 19087 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)	2/3/2020		D		61062	D	(1)(2)(3)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Stock Option (right to buy)	$32.29	2/3/2020		D			5500	(4)(5)(6)(7)	6/23/2021	Common Shares	5500	(5)(6)	0	D
Stock Option (right to buy)	$35.70	2/3/2020		D			6000	(4)(5)(6)(8)	6/23/2022	Common Shares	6000	(5)(6)	0	D
Stock Option (right to buy)	$35.20	2/3/2020		D			6000	(4)(5)(6)(9)	6/23/2023	Common Shares	6000	(5)(6)	0	D
Stock Option (right to buy)	$37.99	2/3/2020		D			6000	(4)(5)(6)(10)	6/23/2024	Common Shares	6000	(5)(6)	0	D

Explanation of Responses:
(1)	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;
(2)	(Continued from footnote 1) (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").
(3)	(Continued from footnote 2) 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.
(4)	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.
(5)	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 4) 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,
(6)	(Continued from footnote 5) 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). The Company withheld an aggregate of 64.831 common shares, with respect to all options reflected in this Table II, in payment of certain state taxes.
(7)	Granted June 23, 2011 and became exercisable 20% after the first anniversary of the date of grant, 50% after the second anniversary and fully after the third anniversary.
(8)	Granted June 23, 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.
(9)	Granted June 23, 2013 and became exercisable 20% after the first anniversary of the date of grant, 50% after the second anniversary and fully after the third anniversary.
(10)	Granted June 23, 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DELOACH THOMAS C JR C/O LIBERTY PROPERTY TRUST 650 EAST SWEDESFORD ROAD, SUITE 400 WAYNE, PA 19087	X

Signatures
Thomas C. DeLoach, Jr. by Mary Beth Morrissey as Attorney-in-Fact		2/4/2020
**Signature of Reporting Person		Date