Sec Form 3 Filing - Valdes Angela @ JBG SMITH Properties - 2021-01-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Valdes Angela
2. Issuer Name and Ticker or Trading Symbol
JBG SMITH Properties [ JBGS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
(Last) (First) (Middle)
C/O JBG SMITH PROPERTIES, 4747 BETHESDA AVENUE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2021
(Street)
BETHESDA, MD20814
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
Formation Units $ 37.1 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Shares 16,172 D
LTIP Units ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 3 )( 4 )( 5 )( 6 ) ( 3 )( 4 )( 5 )( 6 ) Common Shares 24,884 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Valdes Angela
C/O JBG SMITH PROPERTIES
4747 BETHESDA AVENUE, SUITE 200
BETHESDA, MD20814
Chief Accounting Officer
Signatures
/s/ Steven A. Museles, attorney-in-fact 01/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents limited partnership interests in JBG SMITH Properties LP (the "OP"), JBG SMITH Properties (the "Issuer's") operating partnership, designated as Formation Units ("Formation Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan (the "Omnibus Plan"). Formation Units are a class of units in the OP similar to "net exercise" stock option awards, that are convertible by the holder, once vested, into a number of vested limited partnership units of the OP designated as LTIP Units ("LTIP Units"), determined by the increase in the value of a common share of the Issuer, par value $0.01 (a "Common Share") at the time of conversion over the value of a Common Share at the time the Formation Unit was granted.
( 2 )Vested LTIP Units into which Formation Units have been converted are further convertible at the option of the holder, conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into an equal number of operating partnership units ("OP Units") in the OP. The resulting OP Units are redeemable by the holder for one Common Share per OP Unit or the cash value of a Common Share, at the Issuer's option, after the two year anniversary of the issuance of the Formation Units. The Formation Units were granted on July 18, 2017 and vest 25% on each of the third and fourth anniversaries of the grant date, and 50% on the fifth anniversary of the grant date, subject to continued employment through each vesting date. 4,043 of such Formation Units have vested.
( 3 )Represents LTIP Units in the OP. These LTIP Units are a class of units in the OP that, if vested, are convertible at the option of the holder, conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into an equal number of OP Units. The resulting OP Units are redeemable by the holder for one Common Share per OP Unit or the cash value of a Common Share, at the Issuer's option, after the two-year anniversary of the LTIP Units issuance. 2,192 of the LTIP Units were granted on January 10, 2019 in lieu of the reporting person's cash bonus, and were fully vested as of the grant date. 7,581 of the LTIP Units were granted on various dates between August 1, 2017 and January 31, 2020 and 25% of the LTIP Units vested or will vest on each of the first through fourth anniversaries of the grant date, subject to reporting person's continued employment through each vesting date.
( 4 )11,634 of the LTIP Units were granted on various dates between August 1, 2017 and January 31, 2020, and may become earned based on the Issuer's achievement of the performance conditions set forth in the award agreement over a three-year performance period commencing on the grant date (or under certain circumstances, over an additional seven-year performance period thereafter). To the extent earned, 50% of such LTIP Units vested or will vest on the date the number of LTIP Units that become earned is determined and 50% on the fourth anniversary of the grant date (or, if any LTIP Units become earned during the additional seven-year performance period, on such date the LTIP Units become earned), subject to the reporting person's continued employment through each vesting date.
( 5 )3,477 of the LTIP Units were granted on November 12, 2018, conditioned on Amazon entering into certain definitive documentation with the Issuer, which conditions have been met. 1,283 of such LTIP Units will vest in two equal installments on the fourth and fifth anniversaries of the grant date, subject to the reporting person's continued employment through each vesting date. 2,194 of such LTIP Units may become earned based on the Issuer's achievement of the performance conditions set forth in the award agreement over a three-year performance period commencing on November 2, 2018 (or under certain circumstances, over an additional seven-year performance period thereafter). To the extent earned, such LTIP Units will vest 50% on November 1, 2022 and 50% on November 1, 2023 (or, if any LTIP Units become earned during the additional seven-year performance period, on such date the LTIP Units become earned), subject to the reporting person's continued employment through each vesting date.
( 6 )4,061 of the total amount of LTIP Units held by the reporting person have vested.

Remarks:
Exhibit 24: Power of Attorney

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