Sec Form 4 Filing - Theriot Stephen W. @ JBG SMITH Properties - 2017-07-18

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 Theriot Stephen W. 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) CFO and Treasurer (Last) (First) (Middle) C/O JBG SMITH PROPERTIES, 4445 WILLARD AVENUE, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 07/18/2017 (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 Common Shares 2,002 ( 1 ) D

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 ( 2 ) ( 2 ) ( 2 ) Common Shares 4,556 4,556 D Formation Units $ 37.1 ( 3 ) ( 4 ) 07/18/2017 A 107,816 ( 3 )( 4 ) ( 3 )( 4 ) Common Shares 107,816 ( 3 ) ( 4 ) ( 3 ) ( 4 ) 107,816 D Phantom Units ( 5 ) ( 5 ) ( 5 ) Common Shares ( 5 ) 1,950 1,950 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Theriot Stephen W. C/O JBG SMITH PROPERTIES 4445 WILLARD AVENUE, SUITE 400 CHEVY CHASE, MD20815 CFO and Treasurer Signatures /s/ Steven Museles, attorney-in-fact 07/20/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These common shares of JBG Smith Properties (the "Issuer"), par value $0.01 ("Common Shares") were acquired in the pro rata distribution made by Vornado Realty Trust ("Vornado") in connection with the spin-off of the Issuer from Vornado. ( 2 )These limited partnership interests in JBG Smith Properties LP, Issuer's operating partnership (the "OP") were acquired in the pro rata distribution made by Vornado Realty L.P., Vornado's operating partnership, in connection with the spin-off of the Issuer from Vornado. ( 3 )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 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 at the time of conversion over the value of a Common Share at the time the Formation Unit was granted. [footnote continued] ( 4 )[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. The Formation Units will vest 25% on each of the third and fourth anniversaries, and 50% on the fifth anniversary, of the closing of the Combination, subject to continued employment through each vesting date. ( 5 )The Phantom Units have a conversion or exercise price of 1 for 1 and represent compensation deferred by the reporting person into interests held through the Vornado Realty Trust Nonqualified Deferred Compensation Plan that are valued with respect to the Common Shares. The Phantom Units become payable in cash or Common Shares to the reporting person commencing upon a distribution at a future date from the Vornado Realty Trust Nonqualified Deferred Compensation Plan. ( 6 )The Phantom Units were acquired by the reporting person as a result of his participation in the Vornado Non-Qualified Deferred Compensation Plan and the pro rata distribution made by Vornado in connection with the spin-off of Vornado's Washington DC assets from Vornado in connection with the Combination.

Remarks: Exhibit 24: Power of Attorney

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