SEC Form 4 · accession 0001123292-18-000743
JBG SMITH Properties · JBGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
YALE UNIVERSITY
Director
Period of report
May 3, 2018
Accepted (ET)
May 22, 2018 · 3:10 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1,F2 | — | May 3, 2018 | A | 2,577 | A | — | — | Common Shares | 2,577 | 9,315 | I |
Explanation of responses
- F1Represents a grant of limited partnership units of 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 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. 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 Operating Partnership Units ("OP Units") in the OP. [footnote cont'd]
- F2[continuation] 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 issuance. The LTIP Units were fully vested on the date of grant but may not be sold while the reporting person 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
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.