Sec Form 4 Filing - Bernard Alison M. @ Easterly Government Properties, Inc. - 2016-05-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Bernard Alison M.
2. Issuer Name and Ticker or Trading Symbol
Easterly Government Properties, Inc. [ DEA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & CAO
(Last) (First) (Middle)
C/O EASTERLY GOVERNMENT PROPERTIES, INC., 2101 L STREET NW, SUITE 650
3. Date of Earliest Transaction (MM/DD/YY)
05/16/2016
(Street)
WASHINGTON, DC20037
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/16/2016 J( 1 )( 2 ) 489 A $ 0 489 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Partnership Units ( 3 ) ( 3 ) 05/16/2016 J( 1 )( 2 ) 12 ( 3 ) ( 3 ) Common Stock 12 $ 0 12 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bernard Alison M.
C/O EASTERLY GOVERNMENT PROPERTIES, INC.
2101 L STREET NW, SUITE 650
WASHINGTON, DC20037
EVP & CAO
Signatures
/s/ Alison M. Bernard 05/18/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects shares of the Issuer's common stock and common units of limited partnership interest ("Partnership Units") in Easterly Government Properties LP (the "Operating Partnership") distributed to the Reporting Person on May 16, 2016 as a result of incentive distributions from USGP II Investor, LP ("Fund II") and its constituent funds in connection with its partial liquidation. The Issuer's common stock and Partnership Units were acquired by Fund II and its constituent funds as the result of the following transactions that were consummated concurrently with the Issuer's initial public offering on February 11, 2015: (i) Fund II contributed its interests in its property-owning subsidiaries to the Operating Partnership in exchange for Partnership Units, and in connection therewith received a special distribution of shares of common stock, and (ii) Fund II purchased from the Issuer shares of common stock for cash in a private placement.
( 2 )(Continued from Footnote 1) The Reporting Person received 489 shares of common stock and 12 Partnership Units from Fund II and its constituent funds. The liquidation and distribution were completed in accordance with the organizational documents of Fund II and its constituent funds and no amounts were paid in connection with the distributions of these shares of common stock and Partnership Units.
( 3 )Represents Partnership Units of the Operating Partnership. Each Partnership Unit is redeemable for cash equal to the then fair market value of one share of the Issuer's common stock, except that the Issuer may, at its election, acquire each Partnership Unit so presented for one share of common stock. These redemption rights have no expiration date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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