JBG SMITH Properties — Director's Dealing 2022

Sep 7, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JBG SMITH Properties (JBGS)
CIK: 0001689796
Period of Report: 2022-06-22

Reporting Person: Kelly William Matthew (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-06-22	Common Shares	G	38432	—	Acquired	38432	Indirect
2022-08-21	Common Shares	G	47673	—	Acquired	47673	Indirect
2022-09-02	Common Shares	J	86105	—	Disposed	4622	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
OP Units	$		Common Shares (382004)	382004	Direct

Footnotes

F1: On June 22, 2022, the reporting person's spouse gifted their interest in WMK Fund Holdings II, LLC to the reporting person, as a result of which the reporting person now owns 100% of the interests in the LLC. Given that the WMK Fund Holdings II, LLC was previously owned by the reporting person and his spouse, these shares have been previously reported as beneficially owned by the reporting person.

F2: On September 2, 2022, WMK Fund Holdings II, LLC, which is 100% owned by the reporting person, transferred these 38,432 common shares, par value $0.01 ("Common Shares") of JBG SMITH Properties (the "Issuer") to the reporting person, with the result that such shares became owned directly.

F3: On August 21, 2022, the reporting person's spouse gifted their interest in WMK Fund Holdings I, LLC to the reporting person, as a result of which the reporting person now owns 100% of the interests in the LLC. Given that the WMK Fund Holdings I, LLC was previously owned by the reporting person and his spouse, these shares have been previously reported as beneficially owned by the reporting person.

F4: On September 2, 2022, WMK Fund Holdings I, LLC, which is 100% owned by the reporting person, transferred these 47,673 Common Shares to the reporting person, with the result that such shares became owned directly.

F5: On September 2, 2022, as part of the reporting person's estate planning, the reporting person transferred the 86,105 Common Shares referred to in footnotes (2) and (4) to a limited liability company (the "LLC") in which certain trusts for the benefit of parties other than the reporting person or their spouse own equity interests. In exchange for such Common Shares, the reporting person received an equal number of Operating Partnership Units ("OP Units") in JBG SMITH Properties LP, the operating partnership of the Issuer. The LLC and the trusts are managed by independent third parties, and the reporting person is no longer a beneficial owner of the Common Shares transferred to the LLC.

F6: Reflects the acquisition of an additional 1,244 Common Shares on June 30, 2022 through the Issuer's Employee Share Purchase Plan, which are held directly by the reporting person.

F7: Each OP Unit is redeemable by the holder for one Common Share, or the cash value of a Common Share, at the Issuer's option.