|   | x | ANNUAL REPORT PURSUANT TO      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|--------|---|------------------------------------------------------------------------------------------------|

|   |  ̈ | TRANSITION REPORT PURSUANT TO      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|--------|--------|----------------------------------------------------------------------------------------------------|

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| Maryland                                                                |   | 20-1237795                                    |
|-------------------------------------------------------------------------|--------|-----------------------------------------------|
|                                                                    |   |                                          |
| (State      or Other Jurisdiction ofIncorporation      or Organization) |   | (I.R.S.      EmployerIdentification      No.) |
|                                                                    |   |                                          |
| 1985      Cedar Bridge Avenue, Suite 1,Lakewood,      NJ                |   | 08701                                         |
| (Address      of Principal Executive Offices)                           |   | (Zip      Code)                               |

| Title of Each Class |   | Name of Each Exchange on Which      Registered |
|---------------------|--------|------------------------------------------------|
| None                |   | None                                           |

| Large      Accelerated Filer  ̈ | Accelerated      Filer  ̈ | Non-Accelerated      Filer x |
|-------------------------------------|-------------------------------|------------------------------|

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| EXHIBIT NO.   |         | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------------------|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit      10.62 |         | Contribution      Agreement, dated as of December 8, 2009, by and among Simon Property Group      Inc, Simon Property Group, L.P, Marco Capital Acquisition, LLC, Lightstone      Value Plus REIT, LP, Pro-DFJV Holdings LLC, Lightstone Holdings, LLC,      Lightstone Prime, LLC, BRM, LLC, Lightstone Real Property Ventures Limited      Liability Company, PR Lightstone Manager, LLC, Prime Outlets Acquisition      Company LLC, and Lightstone Value Plus Real Estate Investment Trust,      Inc. |
|               |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit      10.63 |         | Amendment      No. 1 to the Contribution Agreement, dated as of May 13, 2010, by and      among Simon Property Group Inc., Simon Property Group, L.P., Marco Capital      Acquisition, LLC, Lightstone Prime, LLC and Prime Outlets Acquisition      Company LLC.                                                                                                                                                                                                                                         |
|               |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit      10.64 |         | Amendment      No. 2 to the Contribution Agreement, dated as of June 28, 2010, by and      among Simon Property Group Inc., Simon Property Group, L.P., Marco Capital      Acquisition, LLC, Lightstone Prime, LLC and Prime Outlets Acquisition      Company LLC.                                                                                                                                                                                                                                        |
|               |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit      10.65 |         | Amendment      No. 3 to the Contribution Agreement, dated as of August 30, 2010, by and      among Simon Property Group Inc, Simon Property Group, L.P., Marco Capital      Acquisition, LLC, Lightstone Prime, LLC and Prime Outlets Acquisition      Company LLC.                                                                                                                                                                                                                                       |
|               |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit      10.66 |         | Tax      Matters Agreement, dated as of August 30, 2010, by and among Simon      Property Group, Inc., Simon Property Group, L.P., Marco LP Units, LLC,      Prime Outlets Acquisition Company LLC, Lightstone Value Plus Real Estate      Investment Trust, Inc., Lightstone Value Plus REIT, L.P, and Pro-DFJV      Holdings LLC,  and solely for purposes of Section 14, Lightstone      Prime, LLC, Lightstone Holdings, LLC, BRM, LLC, and David      Lichtenstein.                        |
|               |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit      10.67 |         | Guaranty      of Collection Agreement, dated as of August 30, 2010, by Lightstone Value      Plus Real Estate Investment Trust, Inc., to and for the benefit of      JPMorgan Chase Bank, N.A., as Administrative Agent, each of the Lenders      (as such term is defined in the Credit Agreement), and any of their      respective successors and assigns with respect to the obligations of Simon      Property Group, L.P, in respect of the Loans (as hereinafter      defined).                    |
|               |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit      10.68 |         | Guaranty      of Collection Agreement, dated as of August 30, 2010, by Lightstone Value      Plus REIT, L.P., to and for the benefit of JPMorgan Chase Bank, N.A., as      Administrative Agent, each of the Lenders (as such term is defined in the      Credit Agreement), and any of their respective successors and assigns with      respect to the obligations of Simon Property Group, L.P., in respect of the      Loans (as hereinafter defined).                                           |
|               |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit      10.69 |         | Guaranty      of Collection Agreement, dated as of August 30, 2010, by Pro-DFJV Holdings LLC, to      and for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent,      each of the Lenders (as such term is defined in the Credit Agreement), and      any of their respective successors and assigns with respect to the      obligations of Simon Property Group, L.P., in respect of the      Loans (as hereinafter defined).                                                      |
|               |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit      10.70 |    | Capital      Contribution Commitment Agreement, dated as of August 30, 2010, by and      among Lightstone Value Plus REIT, L.P., Pro-DFJV Holdings LLC, Marco LP      Units, LLC, its successors and assigns, having an address at 225 West      Washington Street, Indianapolis, Indiana 46204, and Simon Property Group,      L.P., its successors and assigns, having an address at 225 West Washington      Street, Indianapolis, Indiana46204.                                                       |

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|   | LIGHTSTONE      VALUE PLUS REAL ESTATE |
|--------|----------------------------------------|
|   | INVESTMENT      TRUST, INC.            |
|   |                                   |   |
|   |                                   |   |
|   | By:                               | /s/ Donna Brandin |
|   |                                   | Donna      Brandin |
|   |                                   | Chief      Financial Officer andPrincipal      AccountingOfficer |

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