SEC Form 4 · accession 0001123292-17-001310
JBG SMITH Properties · JBGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven A Museles
Officer — Chief Legal Off. & Corp Secy
Period of report
Jul 18, 2017
Accepted (ET)
Jul 20, 2017 · 4:15 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Formation UnitsF1,F2 | $37.10 | Jul 18, 2017 | A | 20,215 | A | — | — | Common Shares | 20,215 | 20,215 | D |
Explanation of responses
- F1The reporting person received a grant of limited partnership interests in JBG Smith Properties LP, JBG Smith Properties' (the "Issuer's") operating partnership (the "OP") designated as Formation Units ("Formation Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan. Formation Units are a class of units in the OP similar to "net exercise" stock option awards, that are convertible by the holder, once vested, into a number of vested limited partnership units of the OP designated as LTIP Units ("LTIP Units"), determined by the increase in the value of a common share of the Issuer, par value $0.01 (a "Common Share") at the time of conversion over the value of a Common Share at the time the Formation Unit was granted. [footnote continued]
- F2[Continued from footnote] Vested LTIP Units into which Formation Units have been converted are further 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 issuance of the Formation Units. The Formation Units will vest 25% on each of the third and fourth anniversaries, and 50% on the fifth anniversary, of the closing of the Combination, subject to continued employment through each vesting date.