Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
JLL Income Property Trust, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
Inapplicable (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | Inapplicable |
| 1 | Names of Reporting Persons
Jones Lang LaSalle Co-Investment, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MARYLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,247,804.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The shared voting power, shared dispositive power, and aggregate amount beneficially owned by the Reporting Person consists of (i) 2,521,801 shares of Class M-I Common Stock and (ii) 8,726,003 shares of Class D Common Stock, which, together with the Class A Common Stock, Class M Common Stock, and Class A-I Common Stock, have equivalent voting rights. (2) The percentage of the shares of Common Stock (as defined herein) reported beneficially owned by the Reporting Person is based on an aggregate 244,145,903 shares of Common Stock outstanding as of March 31, 2025; the 2,521,801 shares of Class M-I Common Stock beneficially owned by the Reporting Person represent approximately 2.46% of the 102,398,631 shares of Class M-I Common Stock outstanding as of March 31, 2025; and the 8,726,003 shares of Class D Common Stock beneficially owned by the Reporting Person represent approximately 78.38% of the 11,133,373 shares of Class D Common Stock outstanding as of March 31, 2025, each as reported in the Issuer's prospectus supplement on Form 424B3 filed with the Securities and Exchange Commission (the "Commission") on April 2, 2025.
SCHEDULE 13G
|
| CUSIP No. | Inapplicable |
| 1 | Names of Reporting Persons
JONES LANG LASALLE INC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MARYLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,247,804.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person: (1) The shared voting power, shared dispositive power, and aggregate amount beneficially owned by the Reporting Person consists of (i) 2,521,801 shares of Class M-I Common Stock and (ii) 8,726,003 shares of Class D Common Stock, which, together with the Class A Common Stock, Class M Common Stock, and Class A-I Common Stock, have equivalent voting rights. (2) The percentage of the shares of Common Stock reported beneficially owned by the Reporting Person is based on an aggregate 244,145,903 shares of Common Stock outstanding as of March 31, 2025; the 2,521,801 shares of Class M-I Common Stock beneficially owned by the Reporting Person represent approximately 2.46% of the 102,398,631 shares of Class M-I Common Stock outstanding as of March 31, 2025; and the 8,726,003 shares of Class D Common Stock beneficially owned by the Reporting Person represent approximately 78.38% of the 11,133,373 shares of Class D Common Stock outstanding as of March 31, 2025, each as reported in the Issuer's prospectus supplement on Form 424B3 filed with the Securities and Exchange Commission (the "Commission") on April 2, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
JLL Income Property Trust, Inc. | |
| (b) | Address of issuer's principal executive offices:
333 West Wacker Drive, Chicago, Illinois, 60606 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of Jones Lang LaSalle Co-Investment, Inc. and Jones Lang LaSalle Incorporated (together, the "Reporting Persons"). The shares of Common Stock reported herein are directly beneficially owned by Jones Lang LaSalle Co-Investment, Inc., which is a wholly-owned subsidiary of Jones Lang LaSalle Incorporated. The Joint Filing Agreement between the Reporting Persons is attached hereto as Exhibit 1. | |
| (b) | Address or principal business office or, if none, residence:
The address of each Reporting Person is 200 East Randolph Drive, Chicago, IL 60601. | |
| (c) | Citizenship:
Each Reporting Person is a Maryland corporation. | |
| (d) | Title of class of securities:
Common Stock, $0.01 par value | |
| (e) | CUSIP No.:
Inapplicable | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The Issuer's Class A Common Stock, Class M Common Stock, Class A-I Common Stock, Class M-I Common Stock, and Class D Common Stock (collectively, the "Common Stock") have equivalent voting rights and therefore, for purposes of this Schedule 13G, the Reporting Persons are treating the Common Stock as a single class of the Issuer's equity securities for purposes of Rule 13d-1 under the Act. As of March 31, 2025, each of the Reporting Persons may be deemed the beneficial owner of 11,247,804 shares of Common Stock, which is comprised of (i) 2,521,801 shares of Class M-I Common Stock and (ii) 8,726,003 shares of Class D Common Stock. As of March 31, 2025, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.02% of the shares of Common Stock outstanding. This percentage is based on an aggregate 244,145,903 shares of Common Stock outstanding as of March 31, 2025, as reported in the Issuer's prospectus supplement on Form 424B3 filed with the Commission on April 2, 2025. The 2,521,801 shares of Class M-I Common Stock beneficially owned by the Reporting Persons represent approximately 2.46% of the 102,398,631 shares of Class M-I Common Stock outstanding as of March 31, 2025, and the 8,726,003 shares of Class D Common Stock beneficially owned by the Reporting Persons represent approximately 78.38% of the 11,133,373 shares of Class D Common Stock outstanding as of March 31, 2025, each as reported in the Issuer's prospectus supplement on Form 424B3 filed with the Commission on April 2, 2025. | |
| (b) | Percent of class:
Jones Lang LaSalle Co-Investment, Inc.: 5.02% Jones Lang LaSalle Incorporated: 5.02% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Jones Lang LaSalle Co-Investment, Inc.: 0 Jones Lang LaSalle Incorporated: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Jones Lang LaSalle Co-Investment, Inc.: 11,247,804 Jones Lang LaSalle Incorporated: 11,247,804 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Jones Lang LaSalle Co-Investment, Inc.: 0 Jones Lang LaSalle Incorporated: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Jones Lang LaSalle Co-Investment, Inc.: 11,247,804 Jones Lang LaSalle Incorporated: 11,247,804 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
Exhibit Information
|
Exhibit 1: Joint Filing Agreement, dated May 15, 2025 |