JBG SMITH Properties — Director's Dealing 2017

Jul 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JBG SMITH Properties (JBGS)
CIK: 0001689796
Period of Report: 2017-07-18

Reporting Person: YALE UNIVERSITY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-18	Common Shares	J	5145068	—	Acquired	5145068	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-18	LTIP Units	$	A	6738	Acquired		Common Shares (6738)	Indirect

Footnotes

F1: These common shares, par value $0.01 ("Common Shares"), of JBG Smith Properties (the "Issuer") were issued to ten limited liability companies (the "LLCs") controlled by the reporting person, as consideration for the contribution of certain assets by The JBG Companies ("JBG") and investment funds associated with JBG (the "Funds") to the Issuer or its subsidiaries, proportionately with each LLC's equity interest in such Funds. The reporting person is, directly or indirectly, the sole or majority owner of the membership interests of each of the LLCs. The reporting person disclaims beneficial ownership of the Common Shares except to the extent of its pecuniary interest therein.

F2: Represents a grant of limited partnership units of JBG Smith Properties LP, the Issuer's operating partnership (the "OP"), designated as LTIP Units ("LTIP Units"), issued pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan, received by an employee of the reporting person who serves as a member of the Issuer's Board of Trustees (the "Board") in such employee's capacity as a trustee. The LTIP Units are a class of units in the OP that are convertible at the option of the holder, conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into an equal number of common units of the OP ("OP Units"). OP Units are redeemable by the holder for one 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 LTIP issuance. [footnote continued]

F3: [Continued from footnote] The LTIP Units were fully vested on the date of grant but may not be sold while the holder serves as a trustee, except in certain circumstances. Pursuant to an arrangement between the reporting person and such employee, the reporting person is entitled to receive, as of or prior to the time such employee ceases to serve as a trustee of the Issuer, all LTIP Units and other equity awards acquired by the employee while employed by the reporting person.