SEC Form 4
FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol JBG SMITH Properties [ JBGS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/03/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | (1)(2) | 01/03/2022 | A | 8,771 | (1)(2) | (1)(2) | Common Shares | 8,771 | (1)(2) | 68,238(3)(4) | D | ||||
LTIP Units | (1)(5) | 01/03/2022 | A | 132 | (1)(5) | (1)(5) | Common Shares | 132 | (1)(5) | 68,370 | D |
Explanation of Responses: |
1. The reporting person received a grant of limited partnership units in JBG SMITH Properties LP (the "OP"), JBG SMITH Properties' (the "Issuer's") operating partnership, designated as LTIP Units ("LTIPs"), pursuant to JBG SMITH Properties 2017 Omnibus Share Plan ("Omnibus Plan"). These LTIPs 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 LTIPs for federal income tax purposes, into an equal number of operating partnership units in the OP ("OP Units"). The resulting OP Units are redeemable by the holder for one common share of the Issuer, par value $0.01 (a "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 LTIPs issuance. |
2. The LTIPs vest 25% on each of the first through fourth anniversaries of January 3, 2022, subject to reporting person's continued employment through each vesting date. |
3. The total number of LTIPs has been revised to reflect that certain LTIPs, originally granted in November 2018, were forfeited based on performance conditions set forth in the award agreement. |
4. With respect to the grant of 14,690 LTIPs that was reported in the second row in Table II of the reporting person's Form 4 filed August 2, 2021 and included herein, the second sentence of the fourth footnote was intended to read as follows: "The LTIP Units may be incrementally earned upon achievement of the following hurdle levels: 17.5%, 22.5%, 27.5%, and 32.5% of the total number of LTIP Units can be earned on each date prior to the sixth anniversary of grant that the Issuer's shares achieve a closing price of $35.00, $40.00, $45.00, and $50.00, respectively, for a consecutive 20-trading day period." |
5. The reporting person previously elected to receive all or a portion of her cash bonus payable for 2018 in the form of fully vested LTIPs. These LTIPs are being issued to correct the fact that a portion of these LTIPs were inadvertently not issued due to an administrative error. |
/s/ Steven A. Museles, attorney-in-fact | 01/05/2022 | |
** Signature of Reporting Person | Date | |
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. |