SEC Form 4 · accession 0001123292-18-001113
JBG SMITH Properties · JBGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF4,F1 | Dec 10, 2018 | S | 131,000 | $38.39 | D | 3,906,951 | I | By LLCs |
| Common SharesF4,F2 | Dec 11, 2018 | S | 15,233 | $38.27 | D | 3,891,718 | I | By LLCs |
| Common SharesF4,F3 | Dec 12, 2018 | S | 20,600 | $38.04 | D | 3,871,118 | I | By LLCs |
Table II — derivative securities
Explanation of responses
- F1The price reported in Column 4 reflects a weighted average price of $38.3861. These shares were sold in multiple transactions at prices ranging from $38.21 to $39.065, 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 $38.271. These shares were sold in multiple transactions at prices ranging from $38.00 to $38.67, 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 $38.0431. These shares were sold in multiple transactions at prices ranging from $38.00 to $38.215 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. Each of the transactions reflected in Column 4 of Table I represents the sale of Common Shares by the LLCs on a pro rata basis.
Remarks
An employee of the reporting person, in such employee's personal capacity, serves on the Board of Trustees of the Issuer. The reporting person has concluded that it is not a trustee of the Issuer by deputization and therefore will no longer be filing reports under Section 16(a) of the Securities Exchange Act of 1934, as amended, with respect to its beneficial ownership of securities of the Issuer. This Form 4 shall not be deemed an admission that the reporting person is, or was at any time, required to file beneficial ownership reports under Section 16(a). * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.