Easterly Government Properties, Inc. — Director's Dealing 2019

Nov 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Easterly Government Properties, Inc. (DEA)
CIK: 0001622194
Period of Report: 2019-11-01

Reporting Person: Trimble William C. (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-01	Common Stock	C	9000	$0.00	Acquired	108727	Direct
2019-11-01	Common Stock	S	9000	$22.27	Disposed	99727	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-01	LTIP Units	$	C	9000	Disposed		Common Stock (9000)	Direct

Footnotes

F1: 9,000 LTIP units ("LTIP Units") in Easterly Government Properties LP (the "Partnership"), of which the Issuer is the sole general partner, were exchanged for an equal number of common units of limited partnership interest in the Operating Partnership ("Common Units"), which were subsequently redeemed for an equal number of shares of the Issuer's common stock, par value $0.01 per share ("Common Stock").

F2: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 1, 2019.

F3: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $22.25 to $22.33 per share, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F4: Represents LTIP Units granted as long-term incentive compensation pursuant to the Issuer's 2015 Equity Incentive Plan, as amended, subject to certain performance vesting hurdles based on the Issuer's performance through December 31, 2017, and which were earned upon determination that the performance vesting hurdles had been achieved. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be exchanged, at the election of either the holder or the Partnership, into a Common Unit. Each Common 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 elect to 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 grant date. These redemption rights have no expiration date.