Easterly Government Properties, Inc. — Director's Dealing 2018

Jan 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Easterly Government Properties, Inc. (DEA)
CIK: 0001622194
Period of Report: 2018-01-24

Reporting Person: Bernard Alison M. (EVP & CAO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-24	LTIP Units	$	A	67445	Acquired		Common Stock (67445)	Direct

Footnotes

F1: Represents LTIP Units in Easterly Government Properties LP (the "Operating Partnership"), of which the Issuer is the general partner, that were granted as long-term incentive compensation pursuant to the Issuer's 2015 Equity Incentive Plan, subject to certain performance vesting hurdles based on the Issuer's performance through December 31, 2017, and which were earned upon the determination by the Issuer's compensation committee that the performance vesting hurdles had been achieved.

F2: Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in the Operating Partnership (a "Common Unit"). Each Common Unit acquired upon conversion of an LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock. LTIP Units are generally not convertible without the consent of the Issuer until two years from the date of the grant. The rights to convert vested LTIP Units into Common Units and redeem Common Units do not have expiration dates.

F3: LTIP Units will vest 50% on February 15, 2018 and 50% on February 6, 2019, subject to continued employment.