UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

~~January~~March 257, 2013

Clarion Partners Property Trust Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland

No. 333-164777

No. 27-1242815

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

230 Park Avenue

New York, New York

10169

(Address of Principal Executive offices)

(Zip Code)

(212) 808-3600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 38.0201. ~~Unregistered~~Other ~~Sales of Equity Securities.~~Events

On January 25, 2013, Clarion Partners Property Trust Inc. (the “Company”) issued and sold all 125 shares of its newly designated 12.5% Series A Cumulative Non-Voting Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), for a purchase price of $1,000 per share, or $125,000 in the aggregate, to 125 accredited investors who were not affiliated with the Company (the “Preferred Stock Offering”). Customary advisory, set-up and administrative fees and commissions, including approximately $6,250 of brokerage or placement fees, were paid in connection with the Preferred Stock Offering. The Preferred Stock Offering was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from such registration requirements provided by Section 4(2) of the Securities Act for transactions not involving any public offering and Rule 506 of Regulation D promulgated thereunder.Distributions

~~The~~On ~~Series~~March A7, ~~Preferred~~2013, ~~Stock ranks senior to~~ the Company’s ~~common~~board ~~stock. Holders~~ of ~~the~~directors ~~Series A~~authorized ~~Preferred~~and ~~Stock~~declared ~~are entitled to receive cumulative preferential~~ cash distributions ~~per~~for ~~share at a rate of 12.5% per annum of~~ the ~~total~~period ofcommencing $on January 1,~~000,~~ ~~plus~~2013 ~~accumulated~~ and ~~unpaid~~ending ~~distributions thereon. The Company may not declare any distributions~~ on ~~any~~March 31, ~~junior~~2013 ~~equity~~(the ~~securities~~“Common ~~(including~~Stock ~~common~~Distribution ~~stock~~Period”) orfor ~~redeem~~each ~~any~~share ~~such~~of ~~securities~~the ~~unless~~Company’s ~~the~~Class A ~~cumulative~~and ~~dividends~~Class W oncommon ~~the~~stock outstanding ~~shares~~as of ~~Series~~March A28, ~~Preferred~~2013. Distributions ~~Stock~~on ~~have~~each ~~been~~class ~~declared~~of ~~and~~common ~~either~~stock ~~(i) such~~will ~~distributions~~be ~~have been~~ paid oron ~~(ii)~~April ~~sufficient~~1, ~~funds for the payment thereof have been set aside~~2013. ~~The~~Holders ~~Company~~of ~~may redeem the Series~~Class AW ~~Preferred~~shares ~~Stock~~will atreceive ~~any~~an ~~time~~amount ~~for a redemption price per share (the “Redemption Price”)~~ equal to ~~the~~$0.1398 ~~sum~~per ~~of (i) $1~~share,~~000,~~ ~~(ii) all accrued~~ and ~~unpaid~~holders ~~distributions~~of ~~thereon and (iii)~~Class ifA ~~the~~shares ~~date~~will ofreceive ~~the~~an ~~redemption~~amount isequal onto ~~or before December 31, 2014, a redemption premium of~~ $~~100~~0.1398 Inper ~~addition~~share, ~~upon~~less ~~any~~an ~~liquidation,~~amount ~~dissolution~~calculated orat ~~winding up of~~ the ~~Company,~~end ~~holders~~ of the ~~Series A~~Common ~~Preferred~~ Stock ~~are~~Distribution ~~entitled~~Period ~~to a liquidation preference~~ equal to the ~~Redemption~~class-specific ~~Price~~expenses ~~per~~incurred ~~share.~~during ~~Holders of~~ the ~~Series A~~Common ~~Preferred~~ Stock ~~have~~Distribution noPeriod ~~voting~~that ~~rights~~are ~~except~~allocable ~~with respect~~ to ~~certain~~each ~~specific~~Class A ~~matters that adversely affect their rights, preferences, privileges or voting powers~~share.

~~Item~~On 3March 7, 2013, the Company’s board of directors authorized and declared cash distributions in an amount equal to $54.0317 per share for the period commencing on January 25, 2013 and ending on June 30, 2013 for each share of the Company’s 12.5% ~~Material~~Series A ~~Modification~~Cumulative toNon-Voting ~~Rights~~Preferred Stock outstanding as of ~~Security~~June 15, ~~Holders~~2013. Such distributions will be paid on June 28, 2013.

~~The~~A ~~information~~copy ~~reported~~of inthe ~~Items~~press ~~3.02~~release ~~and~~announcing ~~8.01~~the Company’s declaration of ~~this~~cash ~~Current~~distributions ~~Report~~on its common stock is ~~incorporated~~included ~~herein~~as byExhibit 99.1 ~~reference~~to this Current Report on Form 8-K.

Item 89.01. ~~Other~~Financial ~~Events.~~Statements and Exhibits

~~The~~(a) Financial ~~information~~Statements ~~reported in Item 3.02~~ of ~~this~~Business ~~Current Report is incorporated herein by reference.~~Acquired

On January 24, 2012, in connection with the Preferred Stock Offering, the Company filed the Articles Supplementary to the Third Articles of Amendment and Restatement (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland to fix the preferences, limitations and relative rights of the Series A Preferred StockNone. ~~A copy of the Articles Supplementary is attached to this Current Report as Exhibit 3.1 and incorporated herein by reference.~~

~~Item~~(b) Pro ~~9.01.~~Forma Financial ~~Statements and Exhibits.~~Information

~~(d) Exhibits~~None.

~~The~~(c) Shell ~~exhibit~~Company ~~filed as part of this Current Report on Form 8-K is identified in the Exhibit Index immediately following the signature page of this report. Such Exhibit Index is incorporated herein by reference.~~Transactions

1None.

~~SIGNATURE~~(d) Exhibits

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Description
99.1		Press Release dated March 12, 2013

	Clarion Partners Property Trust Inc.
Date: January 31, 2013	By:	/s/ L. MICHAEL O’CONNOR
		L. Michael O’Connor
		Senior Vice President and Secretary

2SIGNATURE

~~EXHIBIT INDEX~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Description
	Clarion Partners Property Trust Inc.
3.1		Articles Supplementary.
Date: March 12, 2013	By:	/s/ L. Michael O’Connor
		L. Michael O’Connor
		Senior Vice President and Secretary

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