0001104659-21-000913.txt : 20210105 0001104659-21-000913.hdr.sgml : 20210105 20210105160645 ACCESSION NUMBER: 0001104659-21-000913 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210101 FILED AS OF DATE: 20210105 DATE AS OF CHANGE: 20210105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Xanders George Laucks CENTRAL INDEX KEY: 0001835087 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37994 FILM NUMBER: 21505450 MAIL ADDRESS: STREET 1: C/O JBG SMITH PROPERTIES STREET 2: 4747 BETHESDA AVENUE, SUITE 200 CITY: BETHESDA STATE: MD ZIP: 20814 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 3 1 tm211610-2_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-01-01 0 0001689796 JBG SMITH Properties JBGS 0001835087 Xanders George Laucks C/O JBG SMITH PROPERTIES 4747 BETHESDA AVENUE, SUITE 200 BETHESDA MD 20814 0 1 0 0 Chief Investment Officer Common Shares 350 D OP Units Common Shares 4800 D Formation Units 37.10 Common Shares 62668 D LTIP Units Common Shares 197660 D Represents operating partnership units ("OP Units") in JBG SMITH Properties LP (the "OP"), JBG SMITH Properties (the "Issuer's") operating partnership, which are 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. These OP Units are fully vested. Represents limited partnership interests in the OP designated as Formation Units ("Formation Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan (the "Omnibus 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 at the time of conversion over the value of a Common Share at the time the Formation Unit was granted. 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 in the OP. 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 were granted on July 18, 2017 and vest 25% on each of the third and fourth anniversaries of the grant date, and 50% on the fifth anniversary of the grant date, subject to continued employment through each vesting date. 15,667 of such Formation Units have vested. Represents LTIP Units in the OP. 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 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. 4,384 of the LTIP Units were granted on January 10, 2019 in lieu of the reporting person's cash bonus, and were fully vested as of the grant date. 35,263 of the LTIP Units were granted on various dates between August 1, 2017 and January 31, 2020 and 25% of the LTIP Units vested or will vest on each of the first through fourth anniversaries of the grant date, subject to reporting person's continued employment through each vesting date. 60,019 of the LTIP Units were granted on various dates between August 1, 2017 and January 31, 2020, and may become earned based on the Issuer's achievement of the performance conditions set forth in the award agreement over a three-year performance period commencing on the grant date (or under certain circumstances, over an additional seven-year performance period thereafter). To the extent earned, 50% of such LTIP Units vested or will vest on the date the number of LTIP Units that become earned is determined and 50% on the fourth anniversary of the grant date (or, if any LTIP Units become earned during the additional seven-year performance period, on such date the LTIP Units become earned), subject to the reporting person's continued employment through each vesting date. 38,067 of the LTIP Units were granted on November 12, 2018, conditioned on Amazon entering into certain definitive documentation with the Issuer, which conditions have been met. 14,052 of such LTIP Units will vest in two equal installments on the fourth and fifth anniversaries of the grant date, subject to the reporting person's continued employment through each vesting date. 24,015 of such LTIP Units may become earned based on the Issuer's achievement of the performance conditions set forth in the award agreement over a three-year performance period commencing on November 2, 2018 (or under certain circumstances, over an additional seven-year performance period thereafter). To the extent earned, such LTIP Units will vest 50% on November 1, 2022 and 50% on November 1, 2023 (or, if any LTIP Units become earned during the additional seven-year performance period, on such date the LTIP Units become earned), subject to the reporting person's continued employment through each vesting date. 59,927 of the LTIP Units were granted on July 18, 2017. 29,963 of such LTIP Units were fully vested as of the grant date. 29,964 of such LTIP Units vest in equal monthly installments over a 30-month period beginning on February 1, 2020 and ending on July 1, 2022, subject to the reporting person's continued employment through each vesting date. 57,414 of the total amount of LTIP Units held by the reporting person have vested. Exhibit 24: Power of Attorney /s/ Steven A. Museles, attorney-in-fact 2021-01-05 EX-24 2 tm211610-2_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Steven A. Museles and Aaron Herman, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of JBG SMITH Properties (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, and in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed effective as of the 3rd day of December, 2020.

	/s/ George Xanders

	Name: George Xanders