0001104659-22-020592.txt : 20220211 0001104659-22-020592.hdr.sgml : 20220211 20220211164705 ACCESSION NUMBER: 0001104659-22-020592 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220211 DATE AS OF CHANGE: 20220211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Glosserman Michael J CENTRAL INDEX KEY: 0001436265 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37994 FILM NUMBER: 22622035 MAIL ADDRESS: STREET 1: THE JBG COMPANIES STREET 2: 4445 WILLARD AVENUE, 4TH FLOOR CITY: CHEVY CHASE STATE: MD ZIP: 20815 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: JBG SMITH Properties CENTRAL INDEX KEY: 0001689796 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 814307010 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4747 BETHESDA AVENUE STREET 2: SUITE 200 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 240-333-3600 MAIL ADDRESS: STREET 1: 4747 BETHESDA AVENUE STREET 2: SUITE 200 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: Vornado DC Spinco DATE OF NAME CHANGE: 20161109 5 1 tm226334-1_5seq1.xml OWNERSHIP DOCUMENT X0306 5 2021-12-31 0 0 0 0001689796 JBG SMITH Properties JBGS 0001436265 Glosserman Michael J C/O JBG SMITH PROPERTIES 4747 BETHESDA AVENUE, SUITE 200 BETHESDA MD 20814 1 0 0 0 OP Units 2021-08-10 5 G 0 471071 D Common Shares 471071 0 D OP Units 2021-08-10 5 G 0 471071 A Common Shares 471071 471071 I Michael J. Glosserman Revocable Trust OP Units 2021-12-13 5 G 0 67000 D Common Shares 67000 404071 I Michael J. Glosserman Revocable Trust OP Units 2021-12-13 5 G 0 67000 A Common Shares 67000 67000 I GRAT LTIP Units 2021-10-27 5 G 0 19309 D Common Shares 19309 0 D LTIP Units 2021-10-27 5 G 0 19309 A Common Shares 19309 19309 I Michael J. Glosserman Revocable Trust Formation Units 37.1 2021-10-27 5 G 0 36051 D Common Shares 36051 108153 D Formation Units 37.1 2021-10-27 5 G 0 36051 A Common Shares 36051 36051 I Michael J. Glosserman Revocable Trust Each Operating Partnership Unit ("OP Unit") in JBG SMITH Properties LP (the "OP"), the operating partnership of JBG SMITH Properties (the "Issuer"), is redeemable by the holder for one common share of the Issuer, par value $0.01 (a "Common Share"), or the cash value of a Common Share, at the Issuer's option. This transaction involved a gift of OP Units by Mr. Glosserman to the Michael J. Glosserman Revocable Trust. A previous filing inadvertently included indirect ownership of certain OP Units held by JBG Properties, Inc. for which the reporting person disclaims beneficial ownership and which such ownership is not included herein. As of December 31, 2021, 69,629 of these OP Units are unvested and will vest in equal monthly installments through July 1, 2022. The remaining 401,442 OP Units are vested. Mr. Glosserman is the sole trustee and beneficiary of the Michael J. Glosserman Revocable Trust This transaction involved a gift of OP Units from the Michael J. Glosserman Revocable Trust to a grantor retained annuity trust. As of December 31, 2021, 69,629 of these OP Units are unvested and will vest in equal monthly installments through July 1, 2022. The remaining 334,442 OP Units are vested. These limited partnership units in the OP designated as LTIP Units ("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 OP Units. This transaction involved a gift of LTIP Units by Mr. Glosserman to the Michael J. Glosserman Revocable Trust. 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 LTIP Units determined by the increase in the value of a Common Share at the time of conversion over the value of a Common Share at the time the Formation Unit was granted. [footnote continued] [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, which was July 18, 2017. This transaction involved a gift of vested Formation Units by Mr. Glosserman to the Michael J. Glosserman Revocable Trust. /s/ Steven A. Museles, attorney-in-fact 2022-02-11