Sec Form 4 Filing - ROTH STEVEN @ JBG SMITH Properties - 2018-05-08

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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
ROTH STEVEN
2. Issuer Name and Ticker or Trading Symbol
JBG SMITH Properties [ JBGS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O JBG SMITH PROPERTIES, 4445 WILLARD AVENUE, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
05/08/2018
(Street)
CHEVY CHASE, MD20815
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 Shares 05/08/2018 M 10,246 A 1,493,515 D
Common Shares 2,751,774 I Held by partnership ( 2 )
Common Shares 1,936 I Held by foundation ( 3 )
Common Shares 18,649 I Held by spouse ( 4 )
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
Phantom Units ( 5 ) 05/08/2018 M 10,246 ( 6 ) ( 6 ) Common Shares 10,246 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROTH STEVEN
C/O JBG SMITH PROPERTIES
4445 WILLARD AVENUE, SUITE 400
CHEVY CHASE, MD20815
X
Signatures
/s/ Steven A. Museles, attorney-in-fact 05/10/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 8, 2018, Mr. Roth received 10,246 Common Shares of JBG SMITH Properties, par value $0.01 per share ("Common Shares"), in settlement of an equal number of Phantom Units held pursuant to the Vornado Realty Trust Nonqualified Deferred Compensation Plan.
( 2 )These Common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr. Roth is the managing general partner. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these 2,751,774 Common Shares, except to the extent of his pecuniary interest.
( 3 )These Common Shares are held by the Daryl and Steven Roth Foundation, a charitable foundation over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these Common Shares.
( 4 )These Common Shares are held by Mr. Roth's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these Common Shares.
( 5 )The Phantom Units have a conversion or exercise price of 1 for 1 and represent compensation deferred by the reporting person into interests held through the Vornado Realty Trust Nonqualified Deferred Compensation Plan that are valued with respect to the Common Shares of JBG SMITH Properties.
( 6 )The Phantom Units were settled by a distribution to the reporting person of the underlying security from the Vornado Realty Trust Nonqualified Deferred Compensation Plan.

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