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): May 11, 2015
Jones Lang LaSalle Incorporated
(Exact name of registrant as specified in its charter)
Maryland | 001-13145 | 36-4150422 | ||
(State or other jurisdiction | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
of incorporation or organization) | ||||
200 East Randolph Drive, Chicago, IL | 60601 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: 312-782-5800
Not Applicable
(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 Instruction A.2. below):
[ ] | Written communications pursuant to Rule 425 under 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)) |
Item 8.01 Other Events.
Effective May 11, 2015, Sheila Penrose, Chairman of the Board of Directors of Jones Lang LaSalle Incorporated (the “Company”), adopted a stock trading plan (the “10b5-1 Plan”). The 10b5-1 Plan has been adopted in accordance with guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
Rule 10b5-1 permits corporate officers, directors and others to adopt written, pre-arranged stock trading plans when they are not in possession of material, non-public information. Using these plans, insiders may gradually diversify their investment portfolios and spread stock trades over a period of time regardless of any material, non-public information they may receive after adopting their plans. In accordance with the 10b5-1 rules, Ms. Penrose will have no discretion over the sales of her shares of common stock under the plan.
Under the 10b5-1 Plan, up to 12,000 shares of the Company’s common stock will be sold into the marketplace, subject to satisfaction of certain conditions. It is expected that sales under the 10b5-1 Plan will commence on June 15, 2015 and will be completed within one year. Under the 10b5-1 Plan, shares would be sold in near-equal monthly installments.
Ms. Penrose currently has an ownership interest in a total of 59,193 shares of the Company’s stock, consisting of shares of previously vested restricted stock units and shares of restricted stock units that have not yet vested.
Any transactions under the 10b5-1 Plan will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission when due. Except as may be required by law, the Company does not undertake to report 10b5-1 trading plans by other officers or directors of the Company in the future, or to report modifications or terminations of any such plans, whether or not the plan was publicly announced, except to the extent required by law.
Signatures | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 11, 2015 | |||
Jones Lang LaSalle Incorporated | |||
By: /s/ Mark J. Ohringer | |||
Name: Mark J. Ohringer | |||
Title: Executive Vice President, Global General Counsel and Corporate Secretary | |||