SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Logan Franklin V.

(Last)

(First)

(Middle)

C/O EASTERLY GOVERNMENT PROPERTIES, INC.

2001 K STREET NW, SUITE 775 NORTH

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/22/2023

3. Issuer Name and Ticker or Trading Symbol
Easterly Government Properties, Inc. [ DEA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, GC & Secretary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,051	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
LTIP Units⁽¹⁾	⁽¹⁾⁽²⁾	⁽²⁾	Common Stock	1,926	⁽²⁾	D
LTIP Units⁽³⁾	⁽²⁾⁽³⁾	⁽²⁾	Common Stock	1,957	⁽²⁾	D
LTIP Units⁽⁴⁾	⁽²⁾⁽⁴⁾	⁽²⁾	Common Stock	3,926	⁽²⁾	D
LTIP Units⁽⁵⁾	⁽²⁾⁽⁵⁾	⁽²⁾	Common Stock	543	⁽²⁾	D
LTIP Units⁽⁶⁾	⁽²⁾⁽⁶⁾	⁽²⁾	Common Stock	1,078	⁽²⁾	D
LTIP Units⁽⁷⁾	⁽²⁾⁽⁷⁾	⁽²⁾	Common Stock	658	⁽²⁾	D
LTIP Units	⁽²⁾	⁽²⁾	Common Stock	9,277	⁽²⁾	D
Common Units	⁽⁸⁾	⁽⁸⁾	Common Stock	6,957	⁽⁸⁾	D

Explanation of Responses:

1. Represents LTIP Units in Easterly Government Properties LP (the "Operating Partnership"), of which the Issuer is the general partner, granted pursuant to the Issuer's 2015 Equity Incentive Plan, as amended (the "Plan"). The LTIP Units, and the common units of limited partnership interest in the Operating Partnership (each, a "Common Unit") into which such LTIP Units may be converted, will vest on December 31, 2023 in accordance with the terms of the award and subject to the reporting person's continued employment.

2. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a Common Unit. Each Common Unit acquired upon conversion of an LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert vested LTIP Units into Common Units and redeem Common Units do not have expiration dates.

3. Represents LTIP Units in the Operating Partnership granted pursuant to the Plan. The LTIP Units, and the Common Units into which such LTIP Units may be converted, will vest on December 31, 2024 in accordance with the terms of the award and subject to the reporting person's continued employment.

4. Represents LTIP Units in the Operating Partnership granted pursuant to the Plan. The LTIP Units, and the Common Units into which such LTIP Units may be converted, will vest on December 31, 2025 in accordance with the terms of the award and subject to the reporting person's continued employment.

5. Represents a target number of LTIP Units in the Operating Partnership granted as long-term incentive compensation pursuant to the Plan that may be earned based on the Issuer's performance through December 31, 2023. Subject to the reporting person's continued employment, earned LTIP Units will vest when earned following the end of the performance period.

6. Represents the maximum number of LTIP Units in the Operating Partnership granted as long-term incentive compensation pursuant to the Plan that may be earned based on the Issuer's performance through December 31, 2024. Subject to the reporting person's continued employment, earned LTIP Units will vest when earned following the end of the performance period.

7. Represents the maximum number of LTIP Units in the Operating Partnership granted as long-term incentive compensation pursuant to the Plan that may be earned based on the Issuer's performance through December 31, 2025. Subject to the reporting person's continued employment, earned LTIP Units will vest when earned following the end of the performance period.

8. Each Common Unit may be presented for redemption, at the election of the holder, for cash equal to the fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to redeem Common Units do not have expiration dates.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Franklin V. Logan	03/06/2023
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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