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): ~~February~~ 3May 20, 2020

INDUSTRIAL PROPERTY TRUST

(Exact Name of Registrant as Specified in its Charter)

Maryland	000-55376	61-1577639
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS Employer Identification No.)

518 Seventeenth Street, 17th Floor

Denver, CO 80202

(Address of Principal Executive Offices)

(303) 228-2200

(Registrant’s telephone number, including area code)

Industrial Property Trust Inc.

(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:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

~~Item 1.01 Entry into a Material Definitive Agreement.~~

On February 3, 2020, Industrial Property Trust, a Maryland real estate investment trust (the “Company”), entered into a Third Amended and Restated Agreement of Limited Partnership of Industrial Property Operating Partnership LP, a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership,” and such agreement, the “Third A&R Partnership Agreement”), between the Company, in its capacity as general partner and limited partner of the Operating Partnership, and IPT Advisor LLC (the “Special Limited Partner”), an affiliate of the Company’s sponsor, Industrial Property Advisors Group LLC (the “Sponsor”), in its capacity as special limited partner of the Operating Partnership. The Third A&R Partnership Agreement amended and restated the Operating Partnership’s limited partnership agreement to provide for the issuance of a preferred equity capital interest to the Special Limited Partner in connection with certain restructuring transactions entered into between the Company and the Sponsor and to revise the priority of distributions by the Operating Partnership to reflect the terms of such preferred equity capital interest, as described in additional detail below, as well as to reflect certain changes to the tax law. The Third A&R Partnership Agreement also incorporates previously adopted amendments to the Operating Partnership’s Second Amended and Restated Limited Partnership Agreement pursuant to (i) that certain Side Agreement Concerning Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of August 20, 2019, by and between the Company and the Sponsor, as described in a Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on August 23, 2019, and (ii) that certain Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of October 7, 2019, by and among the Company, the Operating Partnership and the Sponsor, as described in a Current Report on Form 8-K filed by the Company with the SEC on October 8, 2019, in each case, other than those changes that are no longer applicable as a result of the closing of the Asset Sale (as defined below).

As previously disclosed in a Current Report on Form 8-K filed by the Company with the SEC on October 8, 2019, in connection with the sale of substantially all of the Company’s assets to affiliates of Prologis, L.P. (“Prologis”) pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 20, 2019, by and among the Company, Prologis and Rockies Acquisition LLC (the “Asset Sale”), on October 7, 2019, the Company, the Operating Partnership, the Sponsor, Industrial Property Advisors LLC, the Company's prior external advisor (the “Prior Advisor”), and Academy Partners Ltd. Liability Company, an affiliate of the Sponsor (“Academy Partners”), entered into a Master Reorganization and Transaction Agreement (the “Master Reorganization Agreement”) to restructure the Sponsor’s interests in the Company.

In accordance with the Master Reorganization Agreement, prior to the closing of the Asset Sale, the Sponsor accepted an assignment of all rights to the trademark and all related rights and goodwill, world-wide, to the mark “Industrial Property Trust” (collectively, the “IPT Intellectual Property”) from the current holder thereof, an affiliate of the Sponsor, and an assignment from the Prior Advisor of all of its rights under that certain Amended and Restated Advisory Agreement (2019), dated as of June 12, 2019 (the “Advisory Agreement”), and the Sponsor assumed the obligations of the Prior Advisor under the Advisory Agreement.

~~Following~~Item 5.02. Departure ~~such~~of ~~assignment and~~Directors ~~assumption~~or ~~and~~Certain ~~prior~~Officers; toElection ~~the closing~~ of ~~the~~Directors; ~~Asset~~Appointment Sale, the Sponsor capitalized the Special Limited Partner by contributing to it (i) the IPT Intellectual Property, (ii) the Advisory Agreement, and (iii) the Sponsor’s special partnership units in the Operating Partnership. As a result of ~~such~~Certain ~~contributions,~~Officers; ~~the~~Compensatory ~~Special~~Arrangements ~~Limited Partner became the new external advisor~~ of ~~the Company~~Certain ~~and the new special limited partner in the Operating Partnership~~Officers.

AsOn ~~contemplated by the Master Reorganization Agreement~~May 20, ~~on February 3,~~ 2020, ~~the~~Charles ~~Special~~B. ~~Limited~~Duke ~~Partner~~and ~~made~~Stanley anA. ~~in-kind~~Moore, ~~contribution~~two toof the ~~Operating Partnership~~independent intrustees on the ~~form~~board of antrustees ~~assignment of~~ (the ~~IPT~~“Board”) ~~Intellectual~~of Industrial Property, ~~which~~Trust ~~IPT~~(the ~~Intellectual~~“Trust”), ~~Property~~decided ~~the~~to ~~Company~~step ~~previously licensed~~down from ~~an affiliate of~~ the ~~Sponsor~~Board, ~~under~~effective aimmediately. ~~terminable~~Messrs. Duke ~~non-exclusive~~and ~~license.~~Moore Inindicated ~~exchange~~that ~~for~~their ~~such~~resignations ~~in-kind~~are ~~contribution~~not of the ~~IPT~~result ~~Intellectual~~of ~~Property,~~any ~~pursuant~~disagreement towith the ~~Third~~Trust ~~A&R~~but ~~Partnership~~rather ~~Agreement,~~will ~~the~~enable ~~Operating~~them ~~Partnership issued~~ to ~~the~~focus ~~Special Limited~~their ~~Partner~~efforts aon ~~preferred~~behalf ~~equity~~of ~~capital~~Black ~~interest~~Creek inGroup’s ~~the~~other ~~Operating~~sponsored ~~Partnership~~funds ~~having~~as athe ~~preference~~Trust onseeks ~~distributions~~to ~~from~~complete the ~~Operating~~ ~~Partnership~~plan ~~equal~~of toliquidation ~~$10.0~~adopted ~~million~~in ~~(the~~January 2020. ~~“Preference”),~~Mr. Duke ~~which~~served ~~amount~~as ~~was~~the ~~determined~~chair byof ~~reference~~the toaudit committee (the ~~appraised fair~~“Audit ~~market~~Committee”) ~~value~~ of the ~~IPT Intellectual Property~~Board.

2On May 20, 2020, the Board appointed John P. Woodberry as an independent trustee to fill one of the vacancies on the Board created by the resignation of Messrs. Duke and Moore. In addition, as permitted by its Declaration of Trust and bylaws, the Board decreased the number of trustees constituting the Board from six to five. In light of the resignations of Messrs. Duke and Moore, Mr. Woodberry’s appointment will allow the Trust to maintain a majority of independent trustees as it works to complete its plan of liquidation. In addition, the Board appointed Mr. Woodberry as a member of and to serve as the chair of the Audit Committee.

~~The~~John ~~Third~~P. ~~A&R~~Woodberry, ~~Partnership Agreement~~age ~~also~~57, ~~amended~~has ~~the~~served ~~Operating~~as ~~Partnership’s~~an ~~limited~~independent ~~partnership~~director ~~agreement~~of Black Creek Diversified Property Fund Inc. since January 2006. Mr. Woodberry has been active in finance and investing since 1991. From July 2019 to ~~provide~~present, ~~that~~Mr. Woodberry ~~distributions~~has byserved as Director at the ~~Operating Partnership~~investment ~~made~~banking ~~from~~firm ~~proceeds~~W.G. ~~received~~Nielsen & byCo. ~~the~~From ~~Operating~~2012 ~~Partnership~~to ~~from~~July 2019, ~~dispositions~~Mr. Woodberry ofserved ~~the~~as ~~interests~~Portfolio Manager for Woodberry Holdings, LLC, a family office with investments in ~~Build-To-Core~~venture ~~Industrial Partnership~~capital, Ihedge LPfunds, private companies, and ~~Build-To-Core~~public ~~Industrial~~equities. ~~Partnership~~From II2016 LPto ~~(together~~present, Mr. Woodberry has served as the ~~"BTC~~Chairman ~~Portfolio")~~of the Board and ~~any~~Chief ~~other~~Financial ~~assets~~ Officer of American Marksman, LLC, an early stage recycling and munitions company. From 2014 to present, Mr. Woodberry has served as the ~~Company~~Chairman inof the ~~future~~Board ~~will~~for beAgPixel, ~~made~~LLC, ~~after~~an ~~any~~agriculture ~~distribution~~services ~~necessary~~company. From 2007 to ~~maintain~~2012, ~~its~~Mr. Woodberry ~~REIT~~worked ~~status,~~at ~~(i)~~Passport ~~first~~Capital, ~~100%~~LLC where he served as a Senior Managing Director and Portfolio Manager for Capital Markets and India. From 2004 to ~~pay~~ 2007, Mr. Woodberry was the ~~Preference,~~President and ~~(ii)~~Portfolio Manager of Independence Capital Asset Partners, ~~then~~LLC. Previously, ~~65%~~from 2001 to ~~the~~2004, ~~Company~~Mr. Woodberry was a Senior Research Analyst at Cobalt Capital, LLC, a New York City-based hedge fund. From 1998 to 2001, Mr. Woodberry worked for Minute Man Capital Management, LLC and ~~35%~~Trident Investment Management, LLC, each a New York City-based hedge fund. From 1995 to ~~the~~1998, ~~Special~~Mr. Woodberry ~~Limited~~worked ~~Partner~~at Templeton Investment Council Ltd. Mr. Woodberry has a Master’s Degree in Business Administration from Harvard Business School and a Bachelor of Arts Degree from Stanford University.

~~The~~Mr. Woodberry ~~foregoing~~will ~~description of~~hold ~~the~~office ~~Third~~until ~~A&R~~his ~~Partnership~~respective ~~Agreement~~successor ~~does~~is ~~not~~duly ~~purport~~elected toor beappointed ~~a complete description~~ and isqualifies ~~qualified~~or inuntil ~~its~~his ~~entirety~~earlier ~~by reference to the Third A&R Partnership Agreement~~death, ~~which~~resignation isor ~~filed~~removal asin ~~Exhibit~~the ~~10.1~~manner toset ~~this~~forth ~~Current~~in ~~Report~~the onTrust’s ~~Form 8-K and incorporated herein by reference~~bylaws.

~~Item~~In 3connection with his appointment as a trustee, Mr.03 Woodberry ~~Material~~and ~~Modification~~the Trust also entered into an Indemnification Agreement (the “Indemnification Agreement”), effective as of May 20, 2020, consistent with the form of the Indemnification Agreement which has been entered into between the Trust and each of the other trustees. The Indemnification Agreement requires, among other things, that, subject to ~~Rights~~certain limitations, the Trust will indemnify Mr. Woodberry and advance to him all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. The preceding summary of ~~Security~~the ~~Holders~~Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the Indemnification Agreement that is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form 8-K.

~~The information required by~~ Item 3 9.~~03 is contained in Item 5~~01.03 Financial Statements and ~~is incorporated herein by reference~~Exhibits.

~~Item 5~~(d) Exhibits.~~03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~

At10.1 ~~the~~Indemnification ~~2019~~Agreement ~~annual~~entered ~~meeting of~~into ~~stockholders~~between of the Company held on December 11, 2019, the Company received stockholder approval to convert the Company, as a legal entity, from a Maryland corporation to a Maryland real estate investment trust (the “Conversion”), as contemplated by the Plan of Conversion of Industrial Property Trust ~~Inc., which was filed as Annex C-2 to the Company’s definitive proxy statement filed with the SEC on October 21, 2019 (the “Definitive Proxy Statement”)~~ and isJohn ~~incorporated herein by reference~~P. ~~The~~ ~~Plan~~Woodberry, ofdated ~~Conversion~~as ~~further provides that the Company will implement the plan~~ of ~~liquidation~~May ~~for~~20, U2020.~~S. federal income tax purposes adopted by the board of directors of the Company and then dissolve without further vote by the Company’s shareholders.~~

On February 3, 2020, the Company implemented the Conversion by filing Articles of Conversion with the Maryland State Department of Assessments and Taxation, a copy of which was filed as Annex C-3 to the Company’s Definitive Proxy Statement and is incorporated herein by reference. Upon the Conversion, the Company changed its name from Industrial Property Trust Inc. to Industrial Property Trust. Also on February 3, 2020, pursuant to the Plan of Conversion, the Declaration of Trust of the Company (the “Declaration of Trust”) was executed by the Company’s board of trustees (the “Board”) and filed with the Maryland State Department of Assessments and Taxation. The Declaration of Trust is substantively identical to the Company’s charter prior to the Conversion, other than revisions necessary to reflect the Company’s new entity form as a Maryland real estate investment trust and to delete references to Class T common stock of the Company and other immaterial drafting changes. The principal substantive differences between the Declaration of Trust and the Company’s charter prior to the Conversion are (i) that the Declaration of Trust permits sales of all or substantially all of the assets of the Company following adoption of a plan of liquidation by the board of directors of the Company, which was adopted on January 7, 2020; and (ii) the Declaration of Trust does not require separate shareholder approval for dissolution because the Plan of Conversion includes a provision for voluntary dissolution following disposition of the assets of the Company. In addition, the Declaration of Trust only provides for shares of Class A beneficial interest in the Company (and not shares of Class T beneficial interest in the Company) because each share of Class T common stock in the Company converted to one share of Class A common stock of the Company on January 31, 2020 as a result of the payment of the remaining distribution fees owed to broker-dealers for each share of Class T common stock of the Company. The Declaration of Trust also provides that holders of the Company's shares of beneficial interest are only entitled to vote on the election and removal of trustees, amendments to the Declaration of Trust, mergers, consolidations and such other matters as the Board determines to submit for shareholder approval. An additional summary of the changes made by the Declaration of Trust can be found in the Company’s Definitive Proxy Statement.

Also effective on February 3, 2020, in connection with the Conversion, the Company adopted the Fourth Amended and Restated Bylaws of the Company (the “Amended Bylaws”). The Amended Bylaws contain substantially the same terms as the Company’s prior bylaws, except for changes to reflect the Company's new form of organization as a Maryland real estate investment trust.

The foregoing descriptions of the Declaration of Trust and the Amended Bylaws, as set forth in this Item 5.03, are a summary only and are qualified in all respects by the provisions of the Declaration of Trust and the Amended Bylaws, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

~~Item 8.01. Other Events~~SIGNATURES

AsPursuant ato ~~result of~~ the ~~Conversion, the~~requirements ~~Company is a successor registrant to Industrial Property Trust Inc. pursuant to Rule 12g-3(a)~~ of the Securities Exchange Act of 1934, ~~as amended (~~the ~~“Exchange~~registrant ~~Act”),~~has ~~and~~duly ~~the~~caused ~~Company~~this isreport ~~subject~~ to ~~the~~be ~~informational~~signed ~~requirements~~on ofits ~~the~~behalf ~~Exchange Act~~by ~~and~~ the ~~rules~~undersigned ~~and~~hereunto ~~regulations~~duly ~~promulgated thereunder~~authorized.

Item 9.01. Financial Statements and Exhibits


	INDUSTRIAL PROPERTY TRUST

May 26, 2020	By:	/s/ THOMAS G. MCGONAGLE
		Name: Thomas G. McGonagle
		Title: Managing Director, Chief Financial Officer

~~(d) Exhibits~~

Exhibit No.		Description
3.1		Declaration of Trust of Industrial Property Trust, dated February 3, 2020.
3.2		Fourth Amended and Restated Bylaws of Industrial Property Trust.
10.1		Third Amended and Restated Limited Partnership Agreement of Industrial Property Operating Partnership LP, dated as of February 3, 2020, among Industrial Property Trust, as general partner and as limited partner, and IPT Advisor LLC, as special limited partner.

SIGNATURES

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.

Date: February 4, 2020	INDUSTRIAL PROPERTY TRUST
	BY:	/s/ Thomas G. McGonagle
		Thomas G. McGonagle
		Managing Director, Chief Financial Officer

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