Steven A. Museles - Jul 29, 2021 Form 4 Insider Report for JBG SMITH Properties (JBGS)

Role: Chief Legal Off. & Corp Secy
Signature: /s/ Steven A. Museles, attorney-in-fact
Stock symbol: JBGS
Transactions as of: Jul 29, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/2/2021, 04:06 PM
Previous filing: Jul 23, 2021
Next filing: Jan 5, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	JBGS	LTIP Units	Award		+43K	+30.48%		184K	Jul 29, 2021	Common Shares	43K		Direct	F1, F2
transaction	JBGS	LTIP Units	Award		+60K	+32.6%		244K	Jul 29, 2021	Common Shares	60K		Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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 ("LTIP Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan ("Omnibus Plan"). 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 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 LTIP Units issuance.
F2	The LTIP Units vest 50% on the fifth anniversary of grant and 25% on each of the sixth and seventh anniversaries of grant, subject to reporting person's continued employment through each vesting date.
F3	The reporting person received a grant of LTIP Units pursuant to the Omnibus Plan. These LTIP Units, plus any LTIP Units received in respect of accrued dividend equivalents pursuant to the terms of the award agreements, are a class of units in the OP that, if earned and 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.
F4	These LTIP Units, or a portion thereof, may become earned based on the Issuer's achievement of certain performance conditions over a performance period commencing on the first anniversary of the grant and ending on the sixth anniversary of the grant. 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 seventh 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. To the extent earned, the LTIP Units will vest up to 50% on the fifth anniversary of grant and up to an additional 25% on each of the sixth and seventh anniversaries of grant. Vesting of the LTIP Units is generally contingent on the reporting person's continued employment with the Issuer.