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: Theriot Stephen W. (CFO and Treasurer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-18	Formation Units	$37.10	A	107816	Acquired		Common Shares (107816)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2002	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
OP Units	$		Common Shares (4556)	4556	Direct
Phantom Units	$		Common Shares (1950)	1950	Direct

Footnotes

F1: These common shares of JBG Smith Properties (the "Issuer"), par value $0.01 ("Common Shares") were acquired in the pro rata distribution made by Vornado Realty Trust ("Vornado") in connection with the spin-off of the Issuer from Vornado.

F2: These limited partnership interests in JBG Smith Properties LP, Issuer's operating partnership (the "OP") were acquired in the pro rata distribution made by Vornado Realty L.P., Vornado's operating partnership, in connection with the spin-off of the Issuer from Vornado.

F3: The reporting person received a grant of limited partnership interests in the "OP" designated as Formation Units ("Formation Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan. Formation Units are a class of units in the OP similar to "net exercise" stock option awards, that are convertible by the holder, once vested, into a number of vested limited partnership units of the OP designated as LTIP Units ("LTIP Units"), determined by the increase in the value of a Common Share of the Issuer at the time of conversion over the value of a Common Share at the time the Formation Unit was granted. [footnote continued]

F4: [Continued from footnote] Vested LTIP Units into which Formation Units have been converted are further 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 OP Units. The resulting 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 issuance of the Formation Units. The Formation Units will vest 25% on each of the third and fourth anniversaries, and 50% on the fifth anniversary, of the closing of the Combination, subject to continued employment through each vesting date.

F5: The Phantom Units have a conversion or exercise price of 1 for 1 and represent compensation deferred by the reporting person into interests held through the Vornado Realty Trust Nonqualified Deferred Compensation Plan that are valued with respect to the Common Shares. The Phantom Units become payable in cash or Common Shares to the reporting person commencing upon a distribution at a future date from the Vornado Realty Trust Nonqualified Deferred Compensation Plan.

F6: The Phantom Units were acquired by the reporting person as a result of his participation in the Vornado Non-Qualified Deferred Compensation Plan and the pro rata distribution made by Vornado in connection with the spin-off of Vornado's Washington DC assets from Vornado in connection with the Combination.