JBG SMITH Properties — Director's Dealing 2017

Jul 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JBG SMITH Properties (JBGS)
CIK: 0001689796
Period of Report: 2017-07-17

Reporting Person: ROTH STEVEN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-17	Common Shares, $0.01 par value (the "Common Shares")	J	94734489	—	Acquired	94735489	Indirect
2017-07-17	Common Shares	J	94735489	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-18	Formation Units	$37.10	A	175202	Acquired		Common Shares (175202)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1483269	Direct
Common Shares	2751774	Indirect
Common Shares	1936	Indirect
Common Shares	18649	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
OP Units	$		Common Shares (263431)	263431	Direct
Phantom Units	$		Common Shares (10246)	10246	Direct

Footnotes

F1: On July 17, 2017, JBG SMITH Properties (the "Issuer") issued 94,734,489 Common Shares to Vornado Realty Trust ("Vornado") as consideration for the contribution of 94,735,489 common limited partnership units ("OP Units") in JBG SMITH Properties LP (the "Operating Partnership") to the Issuer by Vornado in connection with the spin-off (the "Spin-Off") of the Issuer from Vornado. At such time, Vornado continued to be the sole shareholder of the Issuer. Immediately following such issuance by the Issuer, Vornado distributed 100% of the outstanding Common Shares to holders of record as of the close of business on July 7, 2017 of Vornado common shares on a pro rata basis based on a ratio of one Common Share for every two Vornado common shares.

F2: Mr. Roth is the chief executive officer, a trustee and the Chairman of the Board of Trustees of Vornado. Mr. Roth was elected President of the Issuer on October 31, 2016 and served as President until his election to the board of trustees of the Issuer on July 18, 2017, at which time he ceased to be President of the Issuer. As the chief executive officer and a trustee of Vornado, Mr. Roth may be deemed to have a pecuniary interest in certain of the Common Shares beneficially owned by Vornado. Mr. Roth disclaims any beneficial ownership of such Common Shares.

F3: Includes 1,000 Common Shares previously reported as directly held by Vornado.

F4: These Common Shares were acquired in the pro rata distribution made by Vornado in connection with the Spin-Off.

F5: These Common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr. Roth is the managing general partner. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these 2,751,774 Common Shares, except to the extent of his pecuniary interest.

F6: These Common Shares are held by the Daryl and Steven Roth Foundation, a charitable foundation over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these Common Shares.

F7: These Common Shares are held by Mr. Roth's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these Common Shares.

F8: These OP Units were acquired in the pro rata distribution made by Vornado Realty L.P. in connection with the Spin-Off. OP Units are redeemable for cash or, at the option of the Issuer, Common Shares on or after August 1, 2018. OP Units have no expiration date.

F9: The Phantom Units have a conversion or exercise price of 1 for 1 and represent compensation deferred by Mr. Roth 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 Mr. Roth commencing upon a distribution at a future date from the Vornado Realty Trust Nonqualified Deferred Compensation Plan.

F10: The Phantom Units were acquired by Mr. Roth 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.

F11: Mr. Roth received a grant of limited partnership units of the Operating Partnership designated as Formation Units ("Formation Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan. Formation Units are a class of units of the Operating Partnership similar to "net exercise" option awards that are convertible by the holder, once vested, into a number of vested limited partnership units of the Operating Partnership designated as LTIP Units ("LTIP Units"), determined by the increase in the value of a Common Share at the time of conversion over the value of a Common Share at the time the Formation Unit was granted.

F12: Vested LTIP Units into which Formation Units have been converted are further convertible at the option of the holder, after the two year anniversary of the issuance of the original Formation Units and 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. The Formation Units granted to Mr. Roth vest 25% on each of July 18, 2020 and July 18, 2021, and 50% on July 18, 2022. The right to convert vested Formation Units into vested LTIP Units, the right to convert vested LTIP Units into OP Units, and the right to redeem OP Units do not have an expiration date.