JBG SMITH Properties — Director's Dealing 2022

Jan 5, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JBG SMITH Properties (JBGS)
CIK: 0001689796
Period of Report: 2022-01-03

Reporting Person: Valdes Angela (Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-03	LTIP Units	$	A	8771	Acquired		Common Shares (8771)	Direct
2022-01-03	LTIP Units	$	A	132	Acquired		Common Shares (132)	Direct

Footnotes

F1: The reporting person received a grant of limited partnership units in JBG SMITH Properties LP (the "OP"), JBG SMITH Properties' (the "Issuer's") operating partnership, designated as LTIP Units ("LTIPs"), pursuant to JBG SMITH Properties 2017 Omnibus Share Plan ("Omnibus Plan"). These LTIPs 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 LTIPs for federal income tax purposes, into an equal number of operating partnership units in the OP ("OP Units"). The resulting OP Units are redeemable by the holder for one common share of the Issuer, par value $0.01 (a "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 LTIPs issuance.

F2: The LTIPs vest 25% on each of the first through fourth anniversaries of January 3, 2022, subject to reporting person's continued employment through each vesting date.

F3: The total number of LTIPs has been revised to reflect that certain LTIPs, originally granted in November 2018, were forfeited based on performance conditions set forth in the award agreement.

F4: With respect to the grant of 14,690 LTIPs that was reported in the second row in Table II of the reporting person's Form 4 filed August 2, 2021 and included herein, the second sentence of the fourth footnote was intended to read as follows: "The LTIP Units may be incrementally earned upon achievement of the following hurdle levels: 17.5%, 22.5%, 27.5%, and 32.5% of the total number of LTIP Units can be earned on each date prior to the sixth anniversary of grant that the Issuer's shares achieve a closing price of $35.00, $40.00, $45.00, and $50.00, respectively, for a consecutive 20-trading day period."

F5: The reporting person previously elected to receive all or a portion of her cash bonus payable for 2018 in the form of fully vested LTIPs. These LTIPs are being issued to correct the fact that a portion of these LTIPs were inadvertently not issued due to an administrative error.