SEC Form 4 · accession 0001123292-17-001318
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
Jul 18, 2017
Accepted (ET)
Jul 20, 2017 · 4:18 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OP UnitsF1 | — | Jul 18, 2017 | A | 45,693 | A | — | — | Common Shares | 45,693 | 45,693 | D |
| OP UnitsF2 | — | Jul 18, 2017 | A | 1,022,324 | A | — | — | Common Shares | 1,022,324 | 1,068,017 | D |
| OP UnitsF1 | — | Jul 18, 2017 | A | 47,673 | A | — | — | Common Shares | 47,673 | 47,673 | I |
| OP UnitsF1 | — | Jul 18, 2017 | A | 38,432 | A | — | — | Common Shares | 38,432 | 38,432 | I |
| Formation UnitsF3,F4 | $37.10 | Jul 18, 2017 | A | 199,460 | A | — | — | Common Shares | 199,460 | 199,460 | D |
Explanation of responses
- F1Operating Partnership Units ("OP Units") in JBG Smith Properties LP, JBG Smith Properties' (the "Issuer's") operating partnership (the "OP"). 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, beginning one year following the beginning of the first full calendar month following the Combination (as defined below). The OP Units will be fully vested on the date of grant. These OP Units were issued as consideration for the contribution of certain assets of The JBG Companies to the Issuer or its subsidiaries (the "Combination").
- F2These OP Units, if vested, 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, beginning one year following the beginning of the first full calendar month following the Combination. These OP Units vest 50% upon the closing of the Combination, and 50% in equal monthly installments, beginning on the first day of the 31st month after the Combination and ending on the first day of the 60th month after the Combination, subject to the reporting person's continued employment through each vesting date.
- 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 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.