Sec Form 4 Filing - YALE UNIVERSITY @ JBG SMITH Properties - 2018-11-27

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)
11/27/2018
(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 11/27/2018 S 100,000 ( 3 ) D $ 39.07 ( 1 ) 4,648,535 I By LLCs ( 3 )
Common Shares 11/28/2018 S 53,279 ( 3 ) D $ 39.2 ( 2 ) 4,595,256 I By LLCs ( 3 )
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
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 University By: /s/ David F. Swensen, Chief Investment Officer 11/28/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 reflects a weighted average price of $39.0737. These shares were sold in multiple transactions at prices ranging from $38.535 to $39.31, inclusive. The reporting person undertakes to provide to JBG SMITH Properties (the "Issuer"), any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 1.
( 2 )The price reported in Column 4 reflects a weighted average price of $39.1958. These shares were sold in multiple transactions at prices ranging from $38.97 to $39.44, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 2.
( 3 )The Issuer previously issued to ten limited liability companies (the "LLCs") controlled by the reporting person common shares, par value $0.01 ("Common Shares"), of the Issuer as consideration for the contribution of certain assets by The JBG Companies and investment funds associated with The JBG Companies to the Issuer or its subsidiaries in connection with a previously completed business combination transaction. 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. Each of the transactions reflected in Column 4 of Table I represents the sale of Common Shares by the LLCs on a pro rata basis.

Remarks:
An employee of the reporting person serves on the Board of Trustees (the "Board") of the Issuer 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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