SEC Form 4 · accession 0001123292-17-001323

JBG SMITH Properties · JBGS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

YALE UNIVERSITY

Director

Period of report

Jul 18, 2017

Accepted (ET)

Jul 20, 2017 · 4:49 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 Shares^F1	Jul 18, 2017	J	5,145,068	—	A	5,145,068	I	By LLCs

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
LTIP Units^F2,F3	—	Jul 18, 2017	A	6,738	A	—	—	Common Shares	6,738	6,738	I

Explanation of responses

F1These common shares, par value $0.01 ("Common Shares"), of JBG Smith Properties (the "Issuer") were issued to ten limited liability companies (the "LLCs") controlled by the reporting person, as consideration for the contribution of certain assets by The JBG Companies ("JBG") and investment funds associated with JBG (the "Funds") to the Issuer or its subsidiaries, proportionately with each LLC's equity interest in such Funds. The reporting person is, directly or indirectly, the sole or majority owner of the membership interests of each of the LLCs. The reporting person disclaims beneficial ownership of the Common Shares except to the extent of its pecuniary interest therein.
F2Represents a grant of limited partnership units of JBG Smith Properties LP, the Issuer's operating partnership (the "OP"), designated as LTIP Units ("LTIP Units"), issued pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan, received by an employee of the reporting person who serves as a member of the Issuer's Board of Trustees (the "Board") in such employee's capacity as a trustee. The 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 common units of the OP ("OP Units"). 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 issuance. [footnote continued]
F3[Continued from footnote] The LTIP Units were fully vested on the date of grant but may not be sold while the holder serves as a trustee, except in certain circumstances. Pursuant to an arrangement between the reporting person and such employee, the reporting person is entitled to receive, as of or prior to the time such employee ceases to serve as a trustee of the Issuer, all LTIP Units and other equity awards acquired by the employee while employed by the reporting person.

Remarks

Remarks: An employee of the reporting person serves on the Board and may be viewed as serving on the Board as the deputy of the reporting person. As a result, the reporting person may itself be deemed a trustee of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934. This Form 4 shall not be deemed an admission that the reporting person is required to file beneficial ownership reports under Section 16(a) or that the employee is serving on the Board as the deputy of the reporting person or in any capacity other than his personal capacity.