SEC Form 4 · accession 0001123292-17-001315
JBG SMITH Properties · JBGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen W. Theriot
Officer — CFO and Treasurer
Period of report
Jul 18, 2017
Accepted (ET)
Jul 20, 2017 · 4:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001689796
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | holding | — | — | — | 2,002 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Formation UnitsF3,F4 | $37.10 | Jul 18, 2017 | A | 107,816 | A | — | — | Common Shares | 107,816 | 107,816 | D |
| OP UnitsF2 | — | holding | — | — | — | — | — | Common Shares | 4,556 | 4,556 | D |
| Phantom UnitsF6,F5 | — | holding | — | — | — | — | — | Common Shares | 1,950 | 1,950 | D |
Explanation of responses
- F1These common shares of JBG Smith Properties (the "Issuer"), par value $0.01 ("Common Shares") were acquired in the pro rata distribution made by Vornado Realty Trust ("Vornado") in connection with the spin-off of the Issuer from Vornado.
- F2These limited partnership interests in JBG Smith Properties LP, Issuer's operating partnership (the "OP") were acquired in the pro rata distribution made by Vornado Realty L.P., Vornado's operating partnership, in connection with the spin-off of the Issuer from Vornado.
- F3The reporting person received a grant of limited partnership interests in 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 at the time of conversion over the value of a Common Share at the time the Formation Unit was granted. [footnote continued]
- F4[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.
- F5The Phantom Units have a conversion or exercise price of 1 for 1 and represent compensation deferred by the reporting person into interests held through the Vornado Realty Trust Nonqualified Deferred Compensation Plan that are valued with respect to the Common Shares. The Phantom Units become payable in cash or Common Shares to the reporting person commencing upon a distribution at a future date from the Vornado Realty Trust Nonqualified Deferred Compensation Plan.
- F6The Phantom Units were acquired by the reporting person as a result of his participation in the Vornado Non-Qualified Deferred Compensation Plan and the pro rata distribution made by Vornado in connection with the spin-off of Vornado's Washington DC assets from Vornado in connection with the Combination.
Remarks
Exhibit 24: Power of Attorney