Sec Form 4 Filing - YALE UNIVERSITY @ JBG SMITH Properties - 2017-07-18

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
YALE UNIVERSITY
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, 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 07/18/2017 J 5,145,068 A 5,145,068 I By LLCs ( 1 )
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 ( 2 ) ( 3 ) 07/18/2017 A 6,738 ( 2 )( 3 ) ( 2 )( 3 ) Common Shares 6,738 ( 2 ) ( 3 ) 6,738 I By employee ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
YALE UNIVERSITY
C/O JBG SMITH PROPERTIES
4445 WILLARD AVENUE, SUITE 400
CHEVY CHASE, MD20815
X
Signatures
Yale UniversityBy: /s/ David F. Swensen,Chief Investment Officer 07/20/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These common shares, par value $0.01 ("Common Shares"), of JBG Smith Properties (the "Issuer") were issued to ten limited liability companies (the "LLCs") controlled by the reporting person, as consideration for the contribution of certain assets by The JBG Companies ("JBG") and investment funds associated with JBG (the "Funds") to the Issuer or its subsidiaries, proportionately with each LLC's equity interest in such Funds. The reporting person is, directly or indirectly, the sole or majority owner of the membership interests of each of the LLCs. The reporting person disclaims beneficial ownership of the Common Shares except to the extent of its pecuniary interest therein.
( 2 )Represents a grant of limited partnership units of JBG Smith Properties LP, the Issuer's operating partnership (the "OP"), designated as LTIP Units ("LTIP Units"), issued pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan, received by an employee of the reporting person who serves as a member of the Issuer's Board of Trustees (the "Board") in such employee's capacity as a trustee. The LTIP Units are a class of units in the OP that 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 common units of the OP ("OP Units"). 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 issuance. [footnote continued]
( 3 )[Continued from footnote] The LTIP Units were fully vested on the date of grant but may not be sold while the holder serves as a trustee, except in certain circumstances. Pursuant to an arrangement between the reporting person and such employee, the reporting person is entitled to receive, as of or prior to the time such employee ceases to serve as a trustee of the Issuer, all LTIP Units and other equity awards acquired by the employee while employed by the reporting person.

Remarks:
Remarks: An employee of the reporting person serves on the Board and may be viewed as serving on the Board as the deputy of the reporting person. As a result, the reporting person may itself be deemed a trustee of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934. This Form 4 shall not be deemed an admission that the reporting person is required to file beneficial ownership reports under Section 16(a) or that the employee is serving on the Board as the deputy of the reporting person or in any capacity other than his personal capacity.

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).
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