SEC Form 4 · accession 0001123292-18-001087
JBG SMITH Properties · JBGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
YALE UNIVERSITY
Director
Period of report
Nov 23, 2018
Accepted (ET)
Nov 27, 2018 · 3:53 pm EST
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 SharesF4,F1 | Nov 23, 2018 | S | 51,000 | $39.99 | D | 4,823,535 | I | By LLCs |
| Common SharesF4,F2 | Nov 26, 2018 | S | 46,200 | $39.29 | D | 4,777,335 | I | By LLCs |
| Common SharesF4,F3 | Nov 26, 2018 | S | 28,800 | $39.88 | D | 4,748,535 | I | By LLCs |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 reflects a weighted average price of $39.9929. These shares were sold in multiple transactions at prices ranging from $39.74 to $40.19, inclusive. The reporting person undertakes to provide to JBG SMITH Properties (the "Issuer"), any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 1.
- F2The price reported in Column 4 reflects a weighted average price of $39.2913. These shares were sold in multiple transactions at prices ranging from $39.11 to $39.57, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 2.
- F3The price reported in Column 4 reflects a weighted average price of $39.8847. These shares were sold in multiple transactions at prices ranging from $39.60 to $40.38, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 3.
- F4The Issuer previously issued to ten limited liability companies (the "LLCs") controlled by the reporting person common shares, par value $0.01 ("Common Shares"), of the Issuer as consideration for the contribution of certain assets by The JBG Companies and investment funds associated with The JBG Companies to the Issuer or its subsidiaries in connection with a previously completed business combination transaction. 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. The transactions reflected in Column 4 of Table I represent the sale of Common Shares by the LLCs on a pro rata basis.
Remarks
An employee of the reporting person serves on the Board of Trustees (the "Board") of the Issuer 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.