SEC Form 4 · accession 0001104659-18-006925
JBG SMITH Properties · JBGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Matthew Kelly
Officer — Chief Executive Officer · Director
Period of report
Feb 2, 2018
Accepted (ET)
Feb 6, 2018 · 8:23 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001689796
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1,F2 | — | Feb 2, 2018 | A | 50,954 | A | — | — | Common Shares | 50,954 | 195,342 | D |
| LTIP UnitsF3,F4 | — | Feb 2, 2018 | A | 93,835 | A | — | — | Common Shares | 93,835 | 289,177 | D |
Explanation of responses
- F1The reporting person received a grant of limited partnership units in JBG SMITH Properties LP, JBG SMITH Properties' (the "Issuer's") operating partnership (the "OP"), designated as LTIP Units ("LTIP Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan ("Omnibus Plan"). These LTIP Units are a class of units in the OP that, if vested, are convertible at the option of the holder, conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into an equal number of operating partnership units in the OP ("OP Units"). The resulting OP Units are redeemable by the holder for one common share of the Issuer, par value $0.01 (a "Common Share") per OP Unit or the cash value of a Common Share, at the Issuer's option, after the two year anniversary of the LTIP issuance.
- F2The LTIP Units vest 25% on each of the first through fourth anniversaries of January 1, 2018, subject to reporting person's continued employment through each vesting date.
- F3The reporting person received a grant of LTIP Units pursuant to the Omnibus Plan. These LTIP Units, plus any LTIP Units received in respect of accrued dividend equivalents pursuant to the terms of the award agreements, are a class of units in the OP that, if earned and vested, are convertible at the option of the holder, conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into an equal number of OP Units. The resulting OP Units are redeemable by the holder for one Common Share per OP Unit or the cash value of a Common Share, at the Issuer's option, after the two year anniversary of the LTIP Units issuance.
- F4These LTIP Units, or a portion thereof, may become earned based on the Issuer's achievement of the performance conditions set forth in the award agreement over a three-year performance period commencing January 31, 2018 (or under certain circumstances, over an additional seven-year performance period thereafter). To the extent earned, the LTIP Units will vest 50% on the date the number of LTIP Units that become earned is determined and 50% on January 30, 2022 (or, if any LTIP Units become earned during the additional seven-year performance period, on such date the LTIP Units become earned), subject to the reporting person's continued employment through each vesting date.