SEC Form 4 · accession 0001104659-19-001892
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
Jan 10, 2019
Accepted (ET)
Jan 14, 2019 · 7:19 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,F3 | — | Jan 10, 2019 | A | 46,739 | A | — | — | Common Shares | 46,739 | 575,635 | D |
| LTIP UnitsF4,F5 | — | Jan 10, 2019 | A | 82,082 | A | — | — | Common Shares | 82,082 | 657,717 | D |
| LTIP UnitsF6,F7 | — | Jan 10, 2019 | A | 21,923 | A | — | — | Common Shares | 21,923 | 679,640 | 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 Units issuance.
- F2The LTIP Units vest 25% on each of the first through fourth anniversaries of January 10, 2019, subject to reporting person's continued employment through each vesting date.
- F3The Form 4 filed on November 14, 2018 should have listed 377,669 instead of 283,834 on Line 1 of Column 9 and 528,896 instead of 440,404 on Line 2 of Column 9.
- F4The 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.
- F5These 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 10, 2019 (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 10, 2023 (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.
- F6The reporting person received a grant of LTIP Units pursuant to the Omnibus Plan. These LTIP Units are a class of units in the OP that 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.
- F7These LTIP Units were issued pursuant to the reporting person's election with the Issuer to receive all of his cash bonus payable for 2018 in the form of fully vested LTIP Units.