SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Theriot Stephen W.

(Last)

(First)

(Middle)

C/O JBG SMITH PROPERTIES

4445 WILLARD AVENUE, SUITE 400

(Street)

CHEVY CHASE

20815

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
JBG SMITH Properties [ JBGS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares								2,002⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OP Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Shares	4,556		4,556	D
Formation Units	$37.1⁽³⁾⁽⁴⁾	07/18/2017		A		107,816		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Shares	107,816⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	107,816	D
Phantom Units	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Shares⁽⁵⁾	1,950		1,950⁽⁶⁾	D

Explanation of Responses:

1. 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.

2. 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.

3. 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]

4. [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.

5. 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.

6. 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.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Steven Museles, attorney-in-fact	07/20/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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