JBG SMITH Properties — Director's Dealing 2021

Jan 5, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: JBG SMITH Properties (JBGS)
CIK: 0001689796
Period of Report: 2021-01-01

Reporting Person: Valdes Angela (Chief Accounting Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Formation Units	$37.10		Common Shares (16172)		Direct
LTIP Units	$		Common Shares (24884)		Direct

Footnotes

F1: Represents limited partnership interests in JBG SMITH Properties LP (the "OP"), JBG SMITH Properties (the "Issuer's") operating partnership, designated as Formation Units ("Formation Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan (the "Omnibus 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, par value $0.01 (a "Common Share") at the time of conversion over the value of a Common Share at the time the Formation Unit was granted.

F2: 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 operating partnership units ("OP Units") in the OP. 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 were granted on July 18, 2017 and vest 25% on each of the third and fourth anniversaries of the grant date, and 50% on the fifth anniversary of the grant date, subject to continued employment through each vesting date. 4,043 of such Formation Units have vested.

F3: Represents LTIP Units in the OP. These LTIP Units are a class of units in the OP that, if vested, 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 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 LTIP Units issuance. 2,192 of the LTIP Units were granted on January 10, 2019 in lieu of the reporting person's cash bonus, and were fully vested as of the grant date. 7,581 of the LTIP Units were granted on various dates between August 1, 2017 and January 31, 2020 and 25% of the LTIP Units vested or will vest on each of the first through fourth anniversaries of the grant date, subject to reporting person's continued employment through each vesting date.

F4: 11,634 of the LTIP Units were granted on various dates between August 1, 2017 and January 31, 2020, and may become earned based on the Issuer's achievement of the performance conditions set forth in the award agreement over a three-year performance period commencing on the grant date (or under certain circumstances, over an additional seven-year performance period thereafter). To the extent earned, 50% of such LTIP Units vested or will vest on the date the number of LTIP Units that become earned is determined and 50% on the fourth anniversary of the grant date (or, if any LTIP Units become earned during the additional seven-year performance period, on such date the LTIP Units become earned), subject to the reporting person's continued employment through each vesting date.

F5: 3,477 of the LTIP Units were granted on November 12, 2018, conditioned on Amazon entering into certain definitive documentation with the Issuer, which conditions have been met. 1,283 of such LTIP Units will vest in two equal installments on the fourth and fifth anniversaries of the grant date, subject to the reporting person's continued employment through each vesting date. 2,194 of such LTIP Units may become earned based on the Issuer's achievement of the performance conditions set forth in the award agreement over a three-year performance period commencing on November 2, 2018 (or under certain circumstances, over an additional seven-year performance period thereafter). To the extent earned, such LTIP Units will vest 50% on November 1, 2022 and 50% on November 1, 2023 (or, if any LTIP Units become earned during the additional seven-year performance period, on such date the LTIP Units become earned), subject to the reporting person's continued employment through each vesting date.

F6: 4,061 of the total amount of LTIP Units held by the reporting person have vested.