INDUSTRIAL PROPERTY TRUST INC. SUPPLEMENT NO. 5 DATED JULY 7, 2017 TO THE PROSPECTUS DATED APRIL 28, 2017

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1 Filed pursuant to 424(b)(3) Registration No INDUSTRIAL PROPERTY TRUST INC. SUPPLEMENT NO. 5 DATED JULY 7, 2017 TO THE PROSPECTUS DATED APRIL 28, 2017 This prospectus supplement ( Supplement ) is part of and should be read in conjunction with the prospectus of Industrial Property Trust Inc., dated April 28, 2017 (the Prospectus ), as supplemented by Supplement No. 1, dated May 12, 2017, Supplement No. 2, dated May 25, 2017, Supplement No. 3, dated May 30, 2017 and Supplement No. 4, dated June 28, Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. The purpose of this Supplement is to provide an update on the status of this offering: On December 13, 2016, we disclosed that we would cease new sales of primary offering shares at the earlier to occur of either (i) June 30, 2017 or (ii) the date on which we sell all of the shares that remain available for sale pursuant to our primary offering. As of June 30, 2017, our primary offering has been closed to new subscriptions; provided that we may accept any pending subscriptions that we do not otherwise reject. We are continuing to offer and sell shares pursuant to our distribution reinvestment plan. We may terminate our distribution reinvestment plan offering at any time. S-1

2 Filed pursuant to 424(b)(3) Registration No INDUSTRIAL PROPERTY TRUST INC. SUPPLEMENT NO. 4 DATED JUNE 28, 2017 TO THE PROSPECTUS DATED APRIL 28, 2017 This prospectus supplement ( Supplement ) is part of and should be read in conjunction with the prospectus of Industrial Property Trust Inc., dated April 28, 2017 (the Prospectus ), as supplemented by Supplement No. 1, dated May 12, 2017, Supplement No. 2, dated May 25, 2017 and Supplement No. 3, dated May 30, Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. The purpose of this Supplement is as follows: A. To provide an update concerning the names of certain entities referenced in the Prospectus; B. To provide an update to the section of the Prospectus titled Risk Factors ; C. To update disclosure in the section of the Prospectus titled Investments in Real Properties, Real Estate Securities and Debt Related Investments Joint Venture ; and D. To provide an update to the section of the Prospectus titled Conflicts of Interest. A. Update Concerning the Names of Certain Entities Referenced in the Prospectus Certain entities referenced in the Prospectus have changed their legal names. Accordingly, the following updates the references to such entities throughout the Prospectus: Black Creek Industrial REIT IV Inc., or BCI IV, supersedes and replaces all references to Industrial Logistics Realty Trust Inc., or ILT. Black Creek Capital Markets, LLC supersedes and replaces all references to Dividend Capital Securities LLC as the Dealer Manager for the offering. Black Creek Property Management Company LLC supersedes and replaces all references to Dividend Capital Property Management LLC as the Property Manager. BCI IV Advisors LLC supersedes and replaces all references to ILT Advisors LLC. B. Update to the Section of the Prospectus titled Risk Factors The following risk factor supersedes and replaces the last risk factor on page 69 of the Prospectus in the section titled Risk Factors Risks Related To The Advisor And Its Affiliates : We will compete with entities sponsored or advised by affiliates of the Sponsor, for whom affiliates of the Sponsor provide certain advisory or management services, for opportunities to acquire or sell investments, and for customers, which may have an adverse impact on our operations. We will compete with entities sponsored or advised by affiliates of the Sponsor, whether existing or created in the future, as well as entities for whom affiliates of the Sponsor provide certain advisory or management services, for opportunities to acquire, finance or sell certain types of properties. We may also buy, finance or sell properties at the same time as these entities are buying, financing or selling properties. In this regard, there is a risk that we will purchase a property that provides lower returns to us than a property purchased by entities sponsored or advised by affiliates of the Sponsor and entities for whom affiliates of the Sponsor provide certain advisory or management services. Certain entities sponsored or advised by affiliates of the Sponsor own and/or manage properties in geographical areas in which we expect to own properties. Therefore, our properties may compete for customers with other properties owned and/or managed by these entities. The Advisor may face conflicts of interest when evaluating customer leasing opportunities for our properties and other properties owned and/or managed by these entities and these conflicts of interest may have a negative impact on our ability to attract and retain customers. The Sponsor and the Advisor have implemented lease allocation guidelines to assist with the process of the allocation of leases when we and certain other entities to which affiliates of the Advisor are providing certain advisory services have potentially competing properties with respect to a particular customer. Pursuant to the lease allocation guidelines, if we have an opportunity to bid on a lease with a prospective customer and one or more of these other entities has a potentially competing property, then, under certain circumstances, we may not be permitted to bid on the opportunity and in other circumstances, we and the other entities will be permitted to participate in the bidding process. The lease allocation guidelines are overseen by a joint management committee consisting of our management committee and certain other management representatives associated with other entities to which affiliates of the Advisor are providing similar services. S-1

3 Notwithstanding the foregoing, the Sponsor and the Advisor have agreed, subject to any future changes approved by the Conflicts Resolution Committee, that if an investment is equally suitable for BCI IV and us, until such time as all of the proceeds from our public offerings have been substantially invested, we will have priority over BCI IV with respect to all industrial property investment opportunities in the U.S. or Mexico, other than development or re-development opportunities associated with BCI IV s existing investments (e.g., development on excess land or expansion of an existing facility) which opportunities shall remain with BCI IV. Thereafter, BCI IV will have access to industrial property investment opportunities pursuant to the Rotation Policy (defined below), subject to the Special Priority (defined below) which has been granted to our second build-to-core fund ( BTC II ) and which is described below. Affiliates of the Sponsor and the Advisor currently sponsor and in the future may advise other investment vehicles that seek to invest in industrial properties including BCI IV, DPF, and BTC II. Subject to the foregoing provisions regarding our priority relative to BCI IV, to the extent a potential investment meets the current investment strategy, including portfolio objectives, diversification goals, return requirements and investment timing, for us and any other funds or investment vehicles advised by affiliates of the Sponsor or the Advisor with capital available to invest (the Applicable Vehicles ), including BCI IV, DPF, and BTC II, such investment shall be allocated among the Applicable Vehicles on a rotational basis (the Rotation Policy ) that the Sponsor determines to be fair and reasonable to the Applicable Vehicles. Generally, the investment will be allocated to the Applicable Vehicle that has gone the longest without being allocated an industrial investment opportunity. Exceptions may be made to the Rotation Policy for (x) transactions necessary to accommodate an exchange pursuant to Section 1031 of the U.S. Internal Revenue Code of 1986, as amended (the Code ), (y) characteristics of a particular investment or Applicable Vehicle, such as adjacency to an existing asset, legal, regulatory or tax concerns or benefits, portfolio balancing or other Allocation Factors listed below, which make the investment more advantageous to one of the Applicable Vehicles, or (z) exclusivity, rotation or other priority (each, a Special Priority ) granted to a particular fund now or in the future, or in order to reach certain minimum allocation levels with respect to an Applicable Vehicle. The only currently existing Special Priority has been granted to BTC II, pursuant to which BTC II will be presented with the following industrial property investment opportunities (subject to the terms and conditions of the BTC II partnership agreement): two out of every three potential development investments; provided that BTC II will have the first option to pursue all potential development investments prior to March 31, 2018, and four out of every five potential development investments thereafter and prior to March 31, 2019; one out of every three potential value-add investments; and one out of every four potential core investments. The Special Priority granted to BTC II will terminate on the earlier to occur of certain events described in the BTC II partnership agreement, such that it will terminate by or before May The Sponsor or its affiliates may grant additional Special Priorities in the future and from time to time. In determining whether an investment opportunity is suitable for us or another program, the Advisor shall examine, among others, the following factors as they relate to us and each other program, which we refer to as the Allocation Factors : Overall investment objectives, strategy and criteria, including product type and style of investing (for example, core, core plus, value-add and opportunistic); The general real property sector or debt investment allocation targets of each program and any targeted geographic concentration; The cash requirements of each program; The strategic proximity of the investment opportunity to other assets; The effect of the acquisition on diversification of investments, including by type of property, geographic area, customers, size and risk; The policy of each program relating to leverage of investments; The effect of the acquisition on loan maturity profile; The effect on lease expiration profile; Customer concentration; The effect of the acquisition on ability to comply with any restrictions on investments and indebtedness contained in applicable governing documents, SEC filings, contracts or applicable law or regulation; The effect of the acquisition on the applicable entity s intention not to be subject to regulation under the Investment Company Act; S-2

4 Legal considerations, such as Employee Retirement Income Security Act of 1974, as amended ( ERISA ) and Foreign Investment in Real Property Tax Act ( FIRPTA ), that may be applicable to specific investment platforms; The financial attributes of the investment; Availability of financing; Cost of capital; Ability to service any debt associated with the investment; Risk return profiles; Targeted distribution rates; Anticipated future pipeline of suitable investments; Expected holding period of the investment and the applicable entity s remaining term; Whether the applicable entity still is in its fundraising and acquisition stage, or has substantially invested the proceeds from its fundraising stage; Whether the applicable entity was formed for the purpose of making a particular type of investment; Affiliate and/or related party considerations; The anticipated cash flow of the applicable entity and the asset; Tax effects of the acquisition, including on REIT or partnership qualifications; The size of the investment; and The amount of funds available to each program and the length of time such funds have been available for investment. The Sponsor may modify its overall allocation policies from time to time. Any changes to the Sponsor s allocation policies will be timely reported to our Conflicts Resolution Committee. The Advisor will be required to provide information to our board of directors on a quarterly basis to enable our board of directors, including the independent directors, to determine whether such policies are being fairly applied. On November 4, 2015, Industrial Income Trust Inc. ( IIT ) completed its merger with and into Western Logistics LLC and Western Logistics II LLC. Concurrently with the closing of the merger, IIT transferred 11 properties that are in the lease up stage or under development to the Liquidating Trust, the beneficial interests in which were distributed to then-current IIT stockholders. The Liquidating Trust intends to sell such excluded properties with the goal of maximizing the distributions to IIT s former stockholders. An affiliate of the Advisor entered into a management services agreement with the Liquidating Trust to provide asset management, development and construction, and operating oversight services for each excluded property, to assist in the sale of the excluded properties and to provide administrative services to the Liquidating Trust and its subsidiaries. The management services agreement will continue in force throughout the duration of the existence of the Liquidating Trust and will terminate as of the date of termination of the Liquidating Trust. The affiliate of the Advisor will not provide advisory services with respect to acquisitions under the management services agreement, but because lease management services will be provided under the management services agreement, the Advisor may face a conflict of interest when evaluating customer leasing opportunities for our properties and properties owned by the Liquidating Trust, which could negatively impact our ability to attract and retain customers. C. Update to the Section of the Prospectus Titled Investments in Real Properties, Real Estate Securities and Debt Related Investments Joint Venture As disclosed in the Prospectus, the IPT Partners own a 20.0% interest in the BTC Partnership and the BCIMC Limited Partner owns the remaining 80.0% interest. The entities collectively referred to as the BCIMC Limited Partner in the Prospectus have changed. Accordingly, the following updates and supersedes the disclosure about the identity of the BCIMC Limited Partner in the second sentence of the first paragraph under the caption, BTC Partnership on page 116 of the Prospectus: We collectively refer to bcimc (WCBAF) Realpool Global Investment Corporation, bcimc (College) US Realty Inc., bcimc (Municipal) US Realty Inc., bcimc (Public Service) US Realty Inc., bcimc (Teachers) US Realty Inc., bcimc (WCB) US Realty Inc., and bcimc (Hydro) US Realty Inc. as the BCIMC Limited Partner. S-3

5 D. Update to the Section of the Prospectus titled Conflicts of Interest The following supersedes and replaces the section of the Prospectus titled Conflicts of Interest Conflict Resolution Procedures Board of Directors Allocation of Investment Opportunities Among Affiliates and Other Related Entities beginning on page 168 of the Prospectus (and updates the corresponding disclosure in the section of the Prospectus titled Prospectus Summary Conflicts of Interest beginning on page 17 of the Prospectus): Allocation of Investment Opportunities Among Affiliates and Other Related Entities. Certain direct or indirect owners, managers, employees and officers of the Advisor are presently, and may in the future be, affiliated with other programs and business ventures and may have conflicts of interest in allocating their time, services, functions and investment opportunities among us and other real estate programs or business ventures that such direct or indirect owners, managers, employees and officers organize or serve. The Advisor has informed us that it will employ sufficient staff to be fully capable of discharging its responsibilities to us in light of the other real estate programs that from time to time will be advised or managed by its direct or indirect owners, managers, employees and officers. In the event that an investment opportunity becomes available which, in the discretion of the Advisor, may be suitable for us, the Advisor will examine various factors and will consider whether under such factors the opportunity is equally suitable for us and one or more other programs advised by the Advisor or its affiliates. In determining whether or not an investment opportunity is suitable for us or another affiliated program, the Advisor shall examine, among others, the following factors as they relate to us and each other program, which we refer to as the Allocation Factors : Overall investment objectives, strategy and criteria, including product type and style of investing (for example, core, core plus, value-add and opportunistic); The general real property sector or debt investment allocation targets of each program and any targeted geographic concentration; The cash requirements of each program; The strategic proximity of the investment opportunity to other assets; The effect of the acquisition on diversification of investments, including by type of property, geographic area, customers, size and risk; The policy of each program relating to leverage of investments; The effect of the acquisition on loan maturity profile; The effect on lease expiration profile; Customer concentration; The effect of the acquisition on ability to comply with any restrictions on investments and indebtedness contained in applicable governing documents, SEC filings, contracts or applicable law or regulation; The effect of the acquisition on the applicable entity s intention not to be subject to regulation under the Investment Company Act; Legal considerations, such as ERISA and FIRPTA, that may be applicable to specific investment platforms; The financial attributes of the investment; Availability of financing; Cost of capital; Ability to service any debt associated with the investment; Risk return profiles; Targeted distribution rates; Anticipated future pipeline of suitable investments; Expected holding period of the investment and the applicable entity s remaining term; Whether the applicable entity still is in its fundraising and acquisition stage, or has substantially invested the proceeds from its fundraising stage; Whether the applicable entity was formed for the purpose of making a particular type of investment; Affiliate and/or related party considerations; S-4

6 The anticipated cash flow of the applicable entity and the asset; Tax effects of the acquisition, including on REIT or partnership qualifications; The size of the investment; and The amount of funds available to each program and the length of time such funds have been available for investment. Except with respect to certain circumstances set forth below, in the event that our investment objectives overlap with those of another program advised by the Advisor or its affiliates and the opportunity is equally suitable for us and the affiliated program, then the Advisor will utilize a reasonable allocation method to determine which investments are presented to our board of directors as opposed to the board of directors or other applicable governing body of such other program. Our board of directors, including the independent directors, has a duty to ensure that the method used by the Advisor for the allocation of investments by two or more affiliated programs seeking to acquire similar types of investments shall be reasonable. This responsibility has been delegated to the Conflicts Resolution Committee. The Advisor is required to obtain and provide to our board of directors or the Conflicts Resolution Committee the necessary information to make this determination. If a subsequent development, such as a delay in the closing of a property or a delay in the construction of a property, causes any such investment, in the opinion of the Advisor, to be more appropriate for a program other than the program that committed to make the investment, the Advisor may determine that another program affiliated with the Advisor or its affiliates may make the investment. Notwithstanding the foregoing, the Sponsor and the Advisor have agreed, subject to any future changes approved by the Conflicts Resolution Committee, that if an investment is equally suitable for BCI IV and us, until such time as all of the proceeds from our public offerings have been substantially invested, we will have priority over BCI IV with respect to all industrial property investment opportunities in the U.S. or Mexico, other than development or re-development opportunities associated with BCI IV s existing investments (e.g., development on excess land or expansion of an existing facility) which opportunities shall remain with BCI IV. Thereafter, BCI IV will have access to industrial property investment opportunities pursuant to the Rotation Policy (defined below), subject to the Special Priority (defined below) which has been granted to our second build-to-core fund ( BTC II ) and which is described below. Affiliates of the Sponsor and the Advisor currently sponsor and in the future may advise other investment vehicles that seek to invest in industrial properties including BCI IV, DPF, and BTC II. Subject to the foregoing provisions regarding our priority relative to BCI IV, to the extent a potential investment meets the current investment strategy, including portfolio objectives, diversification goals, return requirements and investment timing, for us and any other funds or investment vehicles advised by affiliates of the Sponsor or the Advisor with capital available to invest (the Applicable Vehicles ), including BCI IV, DPF, and BTC II, such investment shall be allocated among the Applicable Vehicles on a rotational basis (the Rotation Policy ) that the Sponsor determines to be fair and reasonable to the Applicable Vehicles. Generally, the investment will be allocated to the Applicable Vehicle that has gone the longest without being allocated an industrial investment opportunity. Exceptions may be made to the Rotation Policy for (x) transactions necessary to accommodate an exchange pursuant to Section 1031 of the U.S. Internal Revenue Code of 1986, as amended (the Code ), (y) characteristics of a particular investment or Applicable Vehicle, such as adjacency to an existing asset, legal, regulatory or tax concerns or benefits, portfolio balancing or other Allocation Factors listed above, which make the investment more advantageous to one of the Applicable Vehicles, or (z) exclusivity, rotation or other priority (each, a Special Priority ) granted to a particular fund now or in the future, or in order to reach certain minimum allocation levels with respect to an Applicable Vehicle. The only currently existing Special Priority has been granted to BTC II, pursuant to which BTC II will be presented with the following industrial property investment opportunities (subject to the terms and conditions of the BTC II partnership agreement): two out of every three potential development investments; provided that BTC II will have the first option to pursue all potential development investments prior to March 31, 2018, and four out of every five potential development investments thereafter and prior to March 31, 2019; one out of every three potential value-add investments; and one out of every four potential core investments. The Special Priority granted to BTC II will terminate on the earlier to occur of certain events described in the BTC II partnership agreement, such that it will terminate by or before May The Sponsor or its affiliates may grant additional Special Priorities in the future and from time to time. Our Sponsor may modify its overall allocation policies from time to time. Any changes to our Sponsor s allocation policies will be timely reported to our Conflicts Resolution Committee. The Advisor will be required to provide information to our board of directors on a quarterly basis to enable our board of directors, including the independent directors, to determine whether such procedures are being fairly applied. S-5

7 These allocation procedures may result in investment opportunities that are attractive to us being directed to another entity sponsored or advised by affiliates of the Sponsor and the Advisor. In addition, the Sponsor or its affiliates may sponsor or advise additional real estate funds or other ventures now and in the future. The result of the creation of such additional funds may be to increase the number of parties who have the right to participate in, or have priority with respect to, investment opportunities sourced by the Sponsor or its affiliates, thereby reducing the number of investment opportunities available to us. Additionally, this may result in certain asset classes being unavailable for investment by us, or being available only after one or more other real estate funds have first had the opportunity to invest in such assets. To the extent that the Advisor or another affiliated entity becomes aware of an investment opportunity that is suitable for us, it is possible that we may, pursuant to the terms of any agreement with such affiliate or such related entity, co-invest equity capital in the form of a joint venture. Any such joint venture will require the approval of a majority of our board of directors, including a majority of the independent directors. S-6

8 Filed pursuant to 424(b)(3) Registration No INDUSTRIAL PROPERTY TRUST INC. SUPPLEMENT NO. 3 DATED MAY 30, 2017 TO THE PROSPECTUS DATED APRIL 28, 2017 This prospectus supplement ( Supplement ) is part of and should be read in conjunction with the prospectus of Industrial Property Trust Inc., dated April 28, 2017 (the Prospectus ), as supplemented by Supplement No. 1, dated May 12, 2017 and Supplement No. 2, dated May 25, Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. The purpose of this Supplement is as follows: A. To update disclosure in the section of the Prospectus titled Plan of Distribution. A. Update to the Section of the Prospectus Titled Plan of Distribution 1. The following updates and replaces the subsection titled Other Discounts (Class A Shares Only) on page 252 of the Prospectus: Other Discounts Investors may also agree with the participating broker dealer selling them (or with the Dealer Manager if no participating broker dealer is involved in the transaction) Class A shares to reduce the amount of sales commission on such shares to zero (i) in the event the investor has engaged the services of a registered investment advisor with whom the investor has agreed to pay a fee for investment advisory services (except where an investor has a contract for financial planning services with a registered investment advisor that is also a registered broker dealer, such contract absent any investment advisory services will not qualify the investor for a reduction of the sales commission described above), or (ii) in the event the investor is investing in a bank trust account with respect to which the investor has delegated the decision making authority for investments made in the account to a bank trust department. The amount of net proceeds would not be affected by eliminating commissions payable in connection with sales to investors purchasing through such registered investment advisors or bank trust departments. All such sales must be made through registered broker dealers. Neither the Dealer Manager nor its affiliates will directly or indirectly compensate any person engaged as an investment advisor or a bank trust department by a potential investor as an inducement for such investment advisor or bank trust department to advise favorably for an investment in the Company. You should ask your financial advisor and/or broker dealer about the ability to receive such reductions of the sales commission. Our executive officers and directors and their immediate family members, as well as officers and employees of the Advisor or other affiliates and their immediate family members and, if approved by our board of directors, joint venture partners, consultants and other service providers may purchase Class A shares in this offering at a reduced rate for certain fees in respect of such purchases. Participating broker dealers, including their registered representatives and their immediate family members, may purchase Class A shares in this Offering at a price net of the sales commission; provided, that, no such purchases will be permitted during the initial 90 days following the effective date of this offering. We expect that a limited number of Class A shares will be sold to such persons. However, except for certain share ownership and transfer restrictions contained in our charter, there is no limit on the number of shares of our common stock that may be sold to such persons. The Advisor and its affiliates will be expected to hold their Class A shares of our common stock purchased as stockholders for investment and not with a view towards distribution. In addition, Class A shares of our common stock purchased by the Advisor or its affiliates shall not be entitled to vote on any matter presented to stockholders for a vote. Certain institutional investors and our affiliates may also agree with the participating broker dealer selling them Class A shares of our common stock (or with the Dealer Manager if no participating broker dealer is involved in the transaction) to reduce or eliminate the sales commission and/or dealer manager fees. The amount of net proceeds to us will not be affected by reducing or eliminating the sales commissions and/or dealer manager fees payable in connection with sales to such institutional investors and affiliates. In addition, in order to encourage purchases of Class T shares of our common stock in excess of $3,000,000, the Dealer Manager, with the agreement of the applicable participating broker dealer, may agree to reduce or eliminate the sales commission and/or dealer manager fee with respect to such investments and may sell such shares net of all upfront commissions, fees and expenses at a price equal to as little as $9.74 per share. Any discounts will reduce the purchase price per Class T share, as applicable, and S-1 IPT-PRO-SUP3-MAY17

9 thereby allow the purchase of additional shares for the same investment amount. However, discounts may have the effect of lengthening the period of time such shares are subject to distribution fees, as lower upfront sales commissions or dealer manager fees will lengthen the amount of time it takes to reach the conversion thresholds described above under Compensation Paid for Sales of Shares Distribution Fees. Investors qualifying for a volume discount or other reduction of the sales commissions, fees and expenses will receive a higher return on their investment than investors who do not qualify for such discount. Accordingly, you should consult with your financial advisor about the ability to receive such discounts or waivers before purchasing shares of our common stock. 2. The following updates and replaces the third paragraph of the subsection titled Compensation Paid for Sales of Shares Other Compensation on page 249 of the Prospectus: Further, pursuant to a selected dealer agreement with LPL Financial LLC, which we refer to as LPL, and a cost reimbursement agreement with American Enterprise Investment Services Inc., which we refer to as AEIS, and subject to applicable FINRA limitations, the Dealer Manager has agreed to reimburse LPL and AEIS for technology costs and expenses associated with the offering and costs and expenses associated with the facilitation of the marketing and ownership of our shares. Prior to our entry into the cost reimbursement agreement with AEIS, the Dealer Manager had reimbursed Ameriprise Financial Services, Inc., which we refer to as Ameriprise Financial, for these costs and expenses pursuant to a selected dealer agreement, however the selected dealer agreement with Ameriprise Financial was amended such that Ameriprise Financial is no longer eligible to receive these reimbursements, effective as of the effective date of the cost reimbursement agreement with AEIS. These costs and expenses have been and will be paid from the Advisor s 0.5% non-accountable expense reimbursement or the Dealer Manager fee. The Advisor will use the remainder of the 2.0% organization and offering expense reimbursement to pay the other cumulative organization and offering expenses of our offerings, as described above. S-2

10 Filed pursuant to 424(b)(3) Registration No INDUSTRIAL PROPERTY TRUST INC. SUPPLEMENT NO. 2 DATED MAY 25, 2017 TO THE PROSPECTUS DATED APRIL 28, 2017 This prospectus supplement ( Supplement ) is part of and should be read in conjunction with the prospectus of Industrial Property Trust Inc., dated April 28, 2017 (the Prospectus ), as supplemented by Supplement No. 1, dated May 12, Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. The purpose of this Supplement is as follows: A. To update disclosure in the section of the Prospectus titled Investments in Real Properties, Real Estate Securities and Debt Related Investments. B. To update disclosure in the section of the Prospectus titled The Advisor and the Advisory Agreement. A. Update to the Section of the Prospectus Titled Investments in Real Properties, Real Estate Securities and Debt Related Investments 1. The following new subsection is inserted on page 120 of the Prospectus, immediately after the subsection titled Investments in Real Properties, Real Estate Securities and Debt Related Investments Joint Venture BTC Partnership : BTC II Partnership On May 19, 2017, which we refer to as the BTC II Effective Date, IPT BTC II GP LLC, or the BTC II General Partner, IPT BTC II LP LLC, or the IPT BTC II Limited Partner, Industrial Property Advisors Sub IV LLC, or the BTC II Special Limited Partner, BCG BTC II Investors LLC, or the BCG Limited Partner, and bcimc (College) US Realty Inc., bcimc (Municipal) US Realty Inc., bcimc (Public Service) US Realty Inc., bcimc (Teachers) US Realty Inc., bcimc (WCB) US Realty Inc., bcimc (WCBAF) Realpool Global Investment Corporation, bcimc (Hydro) US Realty Inc. and QuadReal US Holdings, Inc., which we collectively refer to as the QuadReal Limited Partner, entered into that certain Agreement of Limited Partnership of Build-To-Core Industrial Partnership II LP, which we refer to as the BTC II Partnership Agreement, setting forth the terms pursuant to which the parties intend to jointly invest in a portfolio of industrial properties located in certain major United States distribution markets, and to be comprised of approximately (i) 70% development investments, (ii) 20% value-add investments, and (iii) 10% core investments (the foregoing clauses (i) through (iii), each, an Investment Segment ). We refer to the BTC II General Partner and the IPT BTC II Limited Partner together as the IPT BTC II Partners and we refer to the IPT BTC II Partners, collectively with the BCG Limited Partner, the BTC II Special Limited Partner, the QuadReal Limited Partner and the BTC II Sell-Down Transferee (as defined below) (as applicable), as the BTC II Partners. The IPT BTC II Partners are our wholly-owned subsidiaries. The BTC II Special Limited Partner is a subsidiary of the Advisor. The BCG Limited Partner is an affiliate of Black Creek Group LLC, or BCG, which is an affiliate of the Sponsor. The BTC II Partnership Agreement sets forth certain rights and obligations among the BTC II Partners, including the following key provisions: As of the BTC II Effective Date, the IPT BTC II Partners own a 13% interest in Build-To-Core Industrial Partnership II LP, or the BTC II Partnership, the BCG Limited Partner owns a 2% interest and the QuadReal Limited Partner owns the remaining 85% interest. The IPT BTC II Limited Partner has the right to transfer a portion of its interest in the BTC II Partnership in connection with the IPT BTC II Sell-Down (as defined below). The BTC II Partnership has a term ending on the tenth anniversary of the BTC II Effective Date, or the BTC II Term, and has an investment period, or the Investment Period, ending on the earliest to occur of: (i) the fifth anniversary of the BTC II Effective Date and (ii) twelve months after the expiration of the four year period in which the BTC II General Partner is obligated to present investment opportunities to the BTC II Partnership, or the BTC II Identification Period. The BTC Identification Period may be shortened upon the rejection by the QuadReal Limited Partner s representative on the executive committee of the BTC II Partnership, or the QuadReal Representative, of a certain number of presented investment opportunities or, with respect to each Investment Segment, upon the date on which the targeted percentage of aggregate capital commitments have been invested in or reserved for investment in such Investment Segment. Investments made by the BTC II Partnership will be held indirectly through wholly-owned subsidiaries of the BTC II Partnership, each of which we refer to as a BTC II Partnership Subsidiary. All investments will be held indirectly through a single BTC II Partnership Subsidiary that is expected to elect to be treated as a real estate investment trust for U.S. federal income tax purposes. S-1 IPT-PRO-SUP2-MAY17

11 The BTC II General Partner will manage the day-to-day operations of the BTC II Partnership, subject to the rights of the QuadReal Limited Partner and the BTC II Sell-Down Transferee (as applicable) to approve certain major decisions, including, but not limited to: the acquisition and sale of investments; the creation or assumption of debt financing; entering into or terminating certain material agreements; settling material litigation; materially changing the tax or legal structure of the BTC II Partnership; entering into certain affiliate transactions; waiver of certain material rights; winding up, dissolution or liquidation of the BTC II Partnership; and any merger or consolidation of the BTC II Partnership. The BTC II General Partner is required to have the properties in the BTC II Partnership portfolio appraised by an independent appraiser within the calendar year following acquisition with respect to core and value-add investments and within the calendar year following the date of completion with respect to development investments. Thereafter, the BTC II General Partner is required to have such investments appraised by an independent appraiser annually. The BTC II Partnership Agreement contains procedures for making distributions to the parties, including incentive distributions to the BTC II General Partner and the BTC II Special Limited Partner, which are subject to certain return thresholds being achieved. The BTC II General Partner and the BTC II Special Limited Partner have agreed to share any incentive distributions by the BTC II Partnership such that the BTC II General Partner shall receive 30.4% of such incentive distributions and the BTC II Special Limited Partner shall receive 69.6% of such incentive distributions, which represents 80% of the incentive distributions attributable to interests in the BTC II Partnership which are not owned by the IPT BTC II Partners. The BTC II Partners, other than the BTC II Special Limited Partner, will be obligated to make capital contributions in proportion to their respective BTC II Partnership interests with respect to each approved investment during the Investment Period, subject to any aggregate limits that may be applicable to a BTC II Partner s obligation to contribute capital. In addition, both during and after the Investment Period, the BTC II General Partner is permitted to make additional capital calls with respect to certain preservation costs, certain limited operating and capital variances and other items. The failure of a BTC II Partner to make a required capital contribution will result in the non-defaulting BTC II Partners having the right, but not the obligation, to: (i) require the BTC II Partner who made the capital call to revoke or revise the capital call notice and return the capital contributed by the non-defaulting partner pursuant to such capital call; (ii) fund the shortfall which, if funded, will be treated as a preferred equity capital contribution to the BTC II Partnership which accrues a preferred return; or (iii) make a capital contribution to the BTC II Partnership equal to the shortfall which will result in the dilution of the defaulting BTC II Partner s interest in the BTC II Partnership. In addition, the defaulting BTC II Partner may forfeit certain rights under the BTC II Partnership Agreement, which rights will be reinstated if the funding of the shortfall is treated as a loan and the defaulting BTC II Partner repays the loan in full. If the defaulting BTC II Partner is an IPT BTC II Partner, then during the default period, it will be grounds to remove the BTC II General Partner for cause, as described below. If one of the IPT BTC II Limited Partners or the BCG Limited Partner fails to make a required capital contribution, and the other funds the required capital contribution, the funding BTC II Partner may elect, but is not obligated, to fund the non-funding BTC II Partner s required capital contribution. Subject to certain exceptions, during the BTC II Identification Period, the BTC II General Partner is required to present (i) two out of every three potential development industrial property investment opportunities; provided that the BTC II Partnership will have the first option to pursue all potential development industrial property investments prior to March 31, 2018, and four out of every five potential development industrial property investments prior to March 31, 2019; (ii) one out of every three potential value-add industrial property investment opportunities; and (iii) one out of every four core industrial property investment opportunities on a rotational basis, to the BTC II Partnership for consideration. If the BTC II Partnership declines to invest in any such opportunity due to the rejection by the QuadReal Representative of the potential investment, we or our affiliates will be permitted to pursue the opportunity. The BTC II General Partner s obligation to present investment opportunities as described herein will terminate under certain circumstances, including but not limited to the removal of the BTC II General Partner or the rejection by the QuadReal Representative of a certain number of presented opportunities, as described above. The BTC II General Partner may be removed for cause as defined in the BTC II Partnership Agreement, which includes, but is not limited to: (i) the commission by the BTC II General Partner of an uncured material breach, a willful bad act, or gross negligence which has a material adverse effect on the BTC II Partnership; (ii) an unpermitted change in control of the Company; or (iii) the bankruptcy of the BTC II General Partner. If the QuadReal Limited Partner requests the removal of the BTC II General Partner, the removal determination will be made by binding arbitration. If the arbitration results in a determination to remove the BTC II General Partner, then the QuadReal Limited Partner and the BTC II Sell-Down Transferee (if applicable) will either appoint a replacement general partner from a previously approved list of third-party real estate and investment management companies prior to the IPT BTC II Sell-Down or a replacement general partner that they select from and after the IPT BTC II Sell-Down. S-2

12 Each of the IPT BTC II Limited Partner, the BCG Limited Partner, the QuadReal Limited Partner and the BTC II Sell-Down Transferee (if applicable) will not be permitted to transfer (as defined in the BTC II Partnership Agreement) their respective interests in the BTC II Partnership to a third party until the first date on which (x) 75% of the rentable space of the BTC II Partnership s last acquired development investment has been leased to tenants under leases for which the lease commencement date has occurred and such tenants have taken occupancy of their premises and have commenced base rent payments, and (y) the weighted average lease term of the leases with respect to such development investment is greater than two years (assuming, in the determination of the weighted average lease term, that any existing tenant termination right is exercised as of the first date such termination would be effective, and no existing tenant option to extend its lease is exercised), or the BTC II Trigger Date, at which time each of the IPT BTC II Limited Partner, the BCG Limited Partner, the QuadReal Limited Partner and the BTC II Sell-Down Transferee (if applicable) will be permitted to transfer all (but not less than all) of their respective interests, subject to certain limitations and requirements (including, with respect to a transfer of the IPT BTC II Limited Partner s interest in the BTC II Partnership to a transferee, the requirement that there be a concurrent transfer by the BTC II General Partner of its interest in the BTC II Partnership to such transferee, which transfer shall be subject to the limitations set forth in the immediately succeeding sentence). Following the BTC II Trigger Date, the BTC II General Partner also will be permitted to transfer its interest in the BTC II Partnership to a third party institutional transferee meeting certain conditions set forth in the BTC II Partnership Agreement, subject to the approval of the QuadReal Limited Partner and the BTC II Sell-Down Transferee (if applicable). Each Partner may transfer its respective interest to an affiliate of such Partner at any time, subject to certain limitations. With respect to a transfer to a third party, any nontransferring Partner will have a right of first offer with respect to the transferring Partner s interest, as well as customary tagalong rights. If an IPT BTC II Partner rejects an offer pursuant to its right of first offer, the BCG Limited Partner may elect to accept such offer in lieu of the IPT BTC II Partner. The IPT BTC II Limited Partner may transfer a portion of its interest in the BTC II Partnership, or the IPT BTC II Sell- Down. to a third-party meeting certain conditions set forth in the BTC II Partnership Agreement, or the BTC II Sell-Down Transferee, provided that the IPT BTC II Limited Partner maintains at least a 10% interest in the BTC II Partnership following the IPT BTC II Sell-Down. At any time after the BTC II Trigger Date, the IPT BTC II Limited Partner, the QuadReal Limited Partner or the BTC II Sell- Down Transferee (if applicable) will have the right to trigger a buy-sell mechanism. For purposes of the buy-sell mechanism, the IPT BTC II Partners will be deemed a single partner. Upon delivery of a buy-sell notice, the buy-sell mechanism shall commence by any partner offering to purchase the entire interest of the other partners and the offeree must either sell its interest at the offered price or elect to buy the interest of the offering partner at the offered price. The IPT BTC II Partners will have a one-time right to delay any liquidation of the BTC II Partnership and the buy-sell process for up to 90 days (which in certain events may be extended to not more than six months in aggregate) if we are pursuing a transaction by which our common shares would become listed on a national securities exchange. At any time, the IPT BTCII Partners may transfer all or any portion of their respective interest in the BTC II Partnership to one or more affiliates of BCG; provided that (i) if the BTC II General Partner transfers all but not less than all of its interest in the BTC II Partnership to one or more affiliates of BCG, such transferee shall become a substitute BTC II General Partner and assume all of the rights and obligations of the BTC II General Partner, and (ii) if the IPT BTC II Limited Partner transfers all but not less than all of its interest in the BTC II Partnership to one or more affiliates of BCG, such transferee shall assume the rights and obligations of the IPT BTC II Limited Partner. Not more than 12 months prior to the expiration of the BTC II Term, each of the IPT BTC II Limited Partner, the QuadReal Limited Partner and the BTC II Sell-Down Transferee (if applicable) will have the right to cause a forced sale of the investment portfolio and other assets of the BTC II Partnership for a proposed price, subject to a right of first offer in favor of the non-initiating Partners to acquire the entire interest of the initiating Partner for a price determined in accordance with the terms of the BTC II Partnership Agreement, or the BTC II ROFO Price. In the event the non-initiating Partners decline to purchase the interest of the initiating Partner for the BTC II ROFO Price, the initiating Partner will have the right to market the portfolio to a third party at a price not less than 98% of the initiating Partner s original proposed price. The initiating Partner may thereafter elect to present a forced sale of the portfolio for a price less than 98% of the initiating Partner s original proposed price, subject to a right of first refusal in favor of the non-initiating Partners. In the event of (i) a dispute as to cause (as described above) or (ii) a deadlock event prior to the BTC II Trigger Date, any limited partner may deliver a written arbitration notice to the other Partners and initiate a final and binding arbitration procedure as described in the BTC II Partnership Agreement. Pursuant to the BTC II Partnership Agreement, the BTC II General Partner will provide, directly or indirectly by appointing an affiliate or a third party, acquisition and asset management services and, to the extent applicable, development management and development oversight services, which we refer to as the BTC II Advisory Services. As compensation for providing the BTC II Advisory Services, the BTC II Partnership will pay the BTC II General Partner, or its designee, certain fees in accordance with the terms of the BTC II Partnership Agreement. On May 19, 2017, the BTC II General Partner and Industrial Property Advisors Sub III S-3