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

Jan 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Easterly Government Properties, Inc. (DEA)
CIK: 0001622194
Period of Report: 2018-01-04

Reporting Person: Baivier Meghan G. (EVP, CFO & COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-04	LTIP Units	$	A	3422	Acquired		Common Stock (3422)	Direct
2018-01-04	LTIP Units	$	A	5849	Acquired		Common Stock (5849)	Direct
2018-01-04	LTIP Units	$	A	9013	Acquired		Common Stock (9013)	Direct

Footnotes

F1: Represents a target number of LTIP Units in Easterly Government Properties LP (the "Operating Partnership"), of which the Issuer is the general partner, granted as long-term incentive compensation pursuant to the Issuer's 2015 Equity Incentive Plan, as amended (the "Plan") that may be earned based on the Issuer's performance through December 31, 2018. Subject to continued employment, 50% of the earned LTIP Units will vest when earned and 50% of the earned LTIP Units will vest on January 4, 2020.

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: Represents a target number of LTIP Units in the Operating Partnership granted as long-term incentive compensation pursuant to the Plan that may be earned based on the Issuer's performance through December 31, 2019. Subject to continued employment, 50% of the earned LTIP Units will vest when earned and 50% of the earned LTIP Units will vest on January 4, 2021.

F4: Represents a target number of LTIP Units in the Operating Partnership granted as long-term incentive compensation pursuant to the Plan that may be earned based on the Issuer's performance through December 31, 2020. Subject to continued employment, 50% of the earned LTIP Units will vest when earned and 50% of the earned LTIP Units will vest on January 4, 2022.