FORM 3 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- INITIAL STATEMENT OF OMB APPROVAL BENEFICIAL OWNERSHIP OF SECURITIES -------------------------- OMB NUMBER: 3235-0104 EXPIRES: SEPTEMBER 30, 1998 Filed pursuant to Section 16(a) of the ESTIMATED AVERAGE Securities Exchange Act of 1934, BURDEN HOURS Section 17(a) of the Public Utility PER RESPONSE 0.5 Holding Company Act of 1935 -------------------------- or Section 30(f) of the Investment Company Act of 1940 -------------------------------------------------------------------------- 1. Name and Address of Reporting Person PENROSE SHEILA A. -------------------------------------------------------------------------- (Last) (First) (Middle) c/o Jones Lang LaSalle Incorporated 200 East Randolph Drive -------------------------------------------------------------------------- (Street) Chicago Illinois 60601 -------------------------------------------------------------------------- (City) (State) (Zip) -------------------------------------------------------------------------- 2. Date of Event Requiring Statement (Month/Day/Year) 5/14/02 -------------------------------------------------------------------------- 3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY) -------------------------------------------------------------------------- 4. Issuer Name and Ticker or Trading Symbol Jones Lang LaSalle Incorporated (JLL) -------------------------------------------------------------------------- 5. RELATIONSHIP OF REPORTING PERSON(S) TO ISSUER (CHECK ALL APPLICABLE) (X) DIRECTOR ( ) 10% OWNER ( ) OFFICER (GIVE TITLE BELOW) ( ) OTHER (SPECIFY TITLE BELOW) -------------------------------------------------------------------------- 6. IF AMENDMENT, DATE OF ORIGINAL (MONTH/DAY/YEAR) -------------------------------------------------------------------------- 7. INDIVIDUAL OR JOINT/GROUP FILING (CHECK APPLICABLE LINE) (X) FORM FILED BY ONE REPORTING PERSON ( ) FORM FILED BY MORE THAN ONE REPORTING PERSON ========================================================================== TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED --------------------------------------------------------------------------- 1. TITLE OF SECURITY 2. AMOUNT OF 3. OWNERSHIP 4. NATURE (INSTR. 4) SECURITIES FORM DIRECT INDIRECT BENEFICIALLY DIRECT (D) BENEFICIAL OWNED OR INDIRECT OWNERSHIP (INSTR. 4) (I) (INSTR. 5) (INSTR.5) --------------------------------------------------------------------------- Shares of Common Stock 2,500 D ========================================================================== TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) -------------------------------------------------------------------------- 1. Title of Derivative Security (Instr. 4) (i) Option to Purchase Shares of Common Stock -------------------------------------------------------------------------- 2. Date Exercisable and Expiration Date (Month/Day/Year) (i) Date Exercisable - Vests and becomes exercisable with respect to one-fifth of the shares on each of the first five anniversaries of the date of grant. Expiration Date - 5/15/12 -------------------------------------------------------------------------- 3. Title and Amount of Securities Underlying Derivative Security (Instr.4) (i) Common Stock; 5,000 shares -------------------------------------------------------------------------- 4. Conversion or Exercise Price of Derivative Security (i) $23.01 -------------------------------------------------------------------------- 5. Ownership Form of Derivative Security: Direct(D) or Indirect (I) (Instr.5) (i) D -------------------------------------------------------------------------- 6. Nature of Indirect Beneficial Ownership (Instr. 5) ========================================================================== EXPLANATION OF RESPONSES: /s/ Gordon G. Repp as Attorney-in-Fact May 17, 2002 -------------------------------------------- ------------ **SIGNATURE OF REPORTING PERSON Date ___________________________________________ ** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A). NOTE: FILE THREE COPIES OF THIS FORM, ONE OF WHICH MUST BE MANUALLY SIGNED. IF SPACE PROVIDED IS INSUFFICIENT, SEE INSTRUCTION 6 FOR PROCEDURE. POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB NUMBER. ========================================================================== POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Peter C. Roberts, Nicholas J. Willmott, Fritz E. Freidinger and Gordon G. Repp, signing singly, his/her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 and the timely filing of such form with the United States Securities and Exchange Commission ("SEC") and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The powers granted above may be exercised by each such attorney-in- fact on behalf of the undersigned, individually, and on behalf of the undersigned in the undersigned's fiduciary and representative capacity in which the undersigned may be acting. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall be effective on the date set forth below and shall continue in full force and effect until the date on which the undersigned shall cease to be subject to Section 16 of the Exchange Act and the rules thereunder or until such earlier date on which written notification executed by the undersigned is filed with the SEC expressly revoking this Power of Attorney. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of April, 2002. /s/ Sheila A. Penrose _____________________________________ Name: Sheila A. Penrose _______________________________