Sec Form 4 Filing - Kelly William Matthew @ JBG SMITH Properties - 2018-10-05

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 Kelly William Matthew 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O JBG SMITH PROPERTIES, 4445 WILLARD AVENUE, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 10/05/2018 (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

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 OP Units ( 1 ) 10/05/2018 G( 2 ) 320,000 ( 1 ) ( 1 ) Common Shares 320,000 ( 1 ) 688,206 ( 3 ) D OP Units ( 4 ) ( 4 ) ( 4 ) Common Shares 45,693 733,899 D OP Units ( 4 ) ( 4 ) ( 4 ) Common Shares 47,673 47,673 I By WMK Fund Holdings I, L.L.C. OP Units ( 4 ) ( 4 ) ( 4 ) Common Shares 38,432 38,432 I By WMK Fund Holdings II, L.L.C. OP Units ( 1 ) ( 1 ) ( 1 ) Common Shares 14,118 14,118 ( 3 ) I JBG Properties, Inc.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kelly William Matthew C/O JBG SMITH PROPERTIES 4445 WILLARD AVENUE, SUITE 400 CHEVY CHASE, MD20815 X Chief Executive Officer Signatures /s/ Steven A. Museles, attorney-in-fact 10/10/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Operating Partnership Unit ("OP Unit") in JBG SMITH Properties LP, the operating partnership of JBG SMITH Properties (the "Issuer"), is redeemable by the holder for one common share of the Issuer, par value $0.01 (a "Common Share"), or the cash value of a Common Share, at the Issuer's option, beginning August 1, 2018. 50% of the reporting person's OP Units vested July 18, 2017 and 50% are scheduled to vest in equal monthly installments, beginning on February 1, 2020 and ending on July 1, 2022, subject to the reporting person's continued service to the Issuer through each vesting date. ( 2 )The reporting person transferred these OP Units to a limited liability company in which certain trusts for the benefit of parties other than the reporting person own equity interests. The LLC and the trusts are managed by independent third parties, and the reporting person is no longer a beneficial owner of the OP Units transferred to the LLC. ( 3 )The Form 4 filed for Mr. Kelly on July 20, 2017 inadvertently reported as directly owned 14,118 OP Units which in fact were and are owned indirectly, through JBG Properties, Inc., as reported herein. ( 4 )Each of these OP Units is redeemable by the holder for one Common Share, or the cash value of a Common Share, at the Issuer's option, beginning August 1, 2018. The OP Units were fully vested on the date of grant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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