Sec Form 5 Filing - Glosserman Michael J @ JBG SMITH Properties - 2021-12-31

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 5
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Glosserman Michael J
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, 4747 BETHESDA AVENUE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2021
(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
OP Units ( 1 ) 08/10/2021 G( 2 ) V 471,071 ( 1 ) ( 1 ) Common Shares 471,071 ( 1 ) 0( 3 ) D
OP Units ( 1 ) 08/10/2021 G( 2 ) V 471, 071 ( 1 ) ( 1 ) Common Shares 471,071 ( 1 ) 471,071( 4 ) I Michael J. Glosserman Revocable Trust( 2 )( 5 )
OP Units ( 1 ) 12/13/2021 G( 6 ) V 67,000 ( 1 ) ( 1 ) Common Shares 67,000 ( 1 ) 404,071( 7 ) I Michael J. Glosserman Revocable Trust( 5 )
OP Units ( 1 ) 12/13/2021 G( 6 ) V 67,000 ( 1 ) ( 1 ) Common Shares 67,000 ( 1 ) 67,000 I GRAT
LTIP Units ( 8 ) 10/27/2021 G( 9 ) V 19,309 ( 8 ) ( 8 ) Common Shares 19,309 ( 8 ) 0 D
LTIP Units ( 8 ) 10/27/2021 G( 9 ) V 19,309 ( 8 ) ( 8 ) Common Shares 19,309 ( 8 ) 19,309 I Michael J. Glosserman Revocable Trust( 5 )
Formation Units $ 37.1( 10 )( 11 ) 10/27/2021 G( 12 ) V 36,051 ( 10 )( 11 ) ( 10 )( 11 ) Common Shares 36,051 ( 10 )( 11 ) 108,153 D
Formation Units $ 37.1( 10 )( 11 ) 10/27/2021 G( 12 ) V 36,051 ( 10 )( 11 ) ( 10 )( 11 ) Common Shares 36,051 ( 10 )( 11 ) 36,051 I Michael J. Glosserman Revocable Trust( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Glosserman Michael J
C/O JBG SMITH PROPERTIES
4747 BETHESDA AVENUE, SUITE 200
BETHESDA, MD20814
X
Signatures
/s/ Steven A. Museles, attorney-in-fact 02/11/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Operating Partnership Unit ("OP Unit") in JBG SMITH Properties LP (the "OP"), 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.
( 2 )This transaction involved a gift of OP Units by Mr. Glosserman to the Michael J. Glosserman Revocable Trust.
( 3 )A previous filing inadvertently included indirect ownership of certain OP Units held by JBG Properties, Inc. for which the reporting person disclaims beneficial ownership and which such ownership is not included herein.
( 4 )As of December 31, 2021, 69,629 of these OP Units are unvested and will vest in equal monthly installments through July 1, 2022. The remaining 401,442 OP Units are vested.
( 5 )Mr. Glosserman is the sole trustee and beneficiary of the Michael J. Glosserman Revocable Trust
( 6 )This transaction involved a gift of OP Units from the Michael J. Glosserman Revocable Trust to a grantor retained annuity trust.
( 7 )As of December 31, 2021, 69,629 of these OP Units are unvested and will vest in equal monthly installments through July 1, 2022. The remaining 334,442 OP Units are vested.
( 8 )These limited partnership units in the OP designated as LTIP Units ("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.
( 9 )This transaction involved a gift of LTIP Units by Mr. Glosserman to the Michael J. Glosserman Revocable Trust.
( 10 )The reporting person received a grant of limited partnership interests in the OP designated as Formation Units ("Formation Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share 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 LTIP Units determined by the increase in the value of a Common Share at the time of conversion over the value of a Common Share at the time the Formation Unit was granted. [footnote continued]
( 11 )[Continued from footnote] 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 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 issuance of the Formation Units, which was July 18, 2017.
( 12 )This transaction involved a gift of vested Formation Units by Mr. Glosserman to the Michael J. Glosserman Revocable Trust.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.