Sec Form 4 Filing - Paul David Peter @ JBG SMITH Properties - 2021-01-01

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
Paul David Peter
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)
Pres. & Chief Operating Off.
(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
LTIP Units ( 1 ) ( 2 ) 01/01/2021 A 21,396 ( 1 )( 2 ) ( 1 )( 2 ) Common Shares 21,396 ( 1 ) ( 2 ) 410,296 D
LTIP Units ( 3 ) ( 4 ) 01/01/2021 A 41,281 ( 3 )( 4 ) ( 3 )( 4 ) Common Shares 41,281 ( 3 ) ( 4 ) 424,074 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Paul David Peter
C/O JBG SMITH PROPERTIES
4747 BETHESDA AVENUE, SUITE 200
BETHESDA, MD20814
Pres. & Chief Operating Off.
Signatures
/s/ Steven A. Museles, attorney-in-fact 01/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person received a grant of limited partnership units in JBG SMITH Properties LP (the "OP"), JBG SMITH Properties' (the "Issuer's") operating partnership, designated as LTIP Units ("LTIP Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan ("Omnibus Plan"). 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 operating partnership units in the OP ("OP Units"). The resulting OP Units are redeemable by the holder for one common share of the Issuer, par value $0.01 (a "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 )The LTIP Units vest 25% on each of the first through fourth anniversaries of January 1, 2021, subject to reporting person's continued employment through each vesting date.
( 3 )The reporting person received a grant of LTIP Units pursuant to the Omnibus Plan. These LTIP Units, plus any LTIP Units received in respect of accrued dividend equivalents pursuant to the terms of the award agreements, are a class of units in the OP that, if earned and 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.
( 4 )These LTIP Units, or a portion thereof, 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 January 1, 2021 (or under certain circumstances, over an additional seven-year performance period thereafter). To the extent earned, the LTIP Units will vest 50% on the date the number of LTIP Units that become earned is determined and 50% on January 1, 2025 (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 )The total number of LTIP Units has been revised to reflect the actual number of LTIP Units from the August 2017 grant that remain available to be earned based on achievement of a positive total shareholder return during the remaining performance period.

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