Sec Form 5 Filing - Reynolds Kevin @ JBG SMITH Properties - 2021-12-31

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Reynolds Kevin
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 Development Officer
(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 ) 10/06/2021 G( 2 ) V 360,253 ( 1 ) ( 1 ) Common Shares 360,253 $ 0 0 I By Kevin Reynolds Revocable Trust( 3 )
OP Units ( 1 ) 10/06/2021 G( 2 ) V 360,253 ( 1 ) ( 1 ) Common Shares 360,253 $ 0 360,253( 4 ) I By Kevin Reynolds 2021 Inter Vivos Irrevocable Trust( 5 )
LTIP Units ( 6 ) 11/01/2021 G( 7 ) V 20,000 ( 6 ) ( 6 ) Common Shares 20,000 $ 0 346,779( 8 ) D
LTIP Units ( 6 ) 11/01/2021 G( 7 ) V 20,000 ( 6 ) ( 6 ) Common Shares 20,000 $ 0 20,000 I By Kevin Reynolds 2021 Inter Vivos Irrevocable Trust( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reynolds Kevin
C/O JBG SMITH PROPERTIES
4747 BETHESDA AVENUE, SUITE 200
BETHESDA, MD20814
Chief Development Officer
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. Reynolds to his spouse, who shares Mr. Reynolds's household.
( 3 )On January 16, 2020, the reporting person transferred 360,253 OP Units to the Kevin Reynolds Revocable Trust, of which the reporting person is the sole trustee and beneficiary.
( 4 )As of December 31, 2021, 39,886 of these OP Units are unvested and will vest subject to the reporting person's continued service through each vesting date. These OP Units will vest in equal monthly installments through July 1, 2022. The remaining 320,367 OP Units are vested.
( 5 )Mr. Reynold's spouse is the primary beneficiary of the Kevin Reynolds 2021 Inter Vivos Irrevocable Trust. The trustee of the Kevin Reynolds 2021 Inter Vivos Irrevocable Trust is a third party.
( 6 )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.
( 7 )This transaction involved a gift of LTIP Units by Mr. Reynolds to his spouse, who shares Mr. Reynolds's household.
( 8 )As previously disclosed, the total number of LTIPs has been revised to reflect that certain LTIPs, originally granted in November 2018, were forfeited during 2021 based on performance conditions set forth in the award agreement.

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