Easterly Government Properties, Inc. — Director's Dealing 2021

Mar 31, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Easterly Government Properties, Inc. (DEA)
CIK: 0001622194
Period of Report: 2021-03-26

Reporting Person: Crate Darrell W (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-11	Common Stock	G	3601	$0.00	Disposed	7428	Direct
2021-03-11	Common Stock	G	3601	$0.00	Acquired	3601	Indirect
2021-03-26	Common Stock	C	2000	$0.00	Acquired	5601	Indirect
2021-03-26	Common Stock	S	2000	$20.93	Disposed	3601	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-11	LTIP Units	$	G	10840	Disposed		Common Stock (10840)	Direct
2021-03-11	LTIP Units	$	G	11437	Disposed		Common Stock (11437)	Direct
2021-03-11	LTIP Units	$	G	17148	Disposed		Common Stock (17148)	Direct
2021-03-11	LTIP Units	$	G	9008	Disposed		Common Stock (9008)	Direct
2021-03-11	Common Units	$	G	48433	Acquired		Common Stock (48433)	Indirect
2021-03-26	Common Units	$	C	2000	Disposed		Common Stock (2000)	Indirect

Footnotes

F1: The Reporting Person transferred an aggregate of 3,601 shares of the Issuer's common stock, par value $0.01 per share ("Common Stock") and 48,433 common units of limited partnership interest ("Common Units") in Easterly Government Properties LP (the "Partnership") to Easterly Capital LLC, an entity controlled by the Reporting Person, for no consideration.

F2: 2,000 Common Units were exchanged for an equal number of shares of Common Stock.

F3: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 12, 2021.

F4: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $20.84 to $21.03 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.

F5: 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, which were earned based on the Issuer's performance through December 31, 2017.

F6: The reported LTIP Units were exchanged for an equal number of Common Units which were subsequently transferred to Easterly Capital LLC, an entity controlled by the Reporting Person, for no consideration. 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.

F7: 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, which were earned based on the Issuer's performance from January 4, 2018 through December 31, 2019.

F8: 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, which were earned based on the Issuer's performance from January 4, 2018 through December 31, 2020.

F9: 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, which were earned based on the Issuer's performance from January 2, 2019 through December 31, 2020.

F10: 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. These redemption rights have no expiration date.