0001104659-22-001501.txt : 20220105 0001104659-22-001501.hdr.sgml : 20220105 20220105163105 ACCESSION NUMBER: 0001104659-22-001501 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220103 FILED AS OF DATE: 20220105 DATE AS OF CHANGE: 20220105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Banerjee Madhumita Moina CENTRAL INDEX KEY: 0001763851 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37994 FILM NUMBER: 22511575 MAIL ADDRESS: STREET 1: C/O JBG SMITH PROPERTIES STREET 2: 4445 WILLARD AVENUE, SUITE 400 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 4 1 tm221431-3_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-01-03 0 0001689796 JBG SMITH Properties JBGS 0001763851 Banerjee Madhumita Moina C/O JBG SMITH PROPERTIES 4747 BETHESDA AVENUE, SUITE 200 BETHESDA MD 20814 0 1 0 0 Chief Financial Officer AO LTIP 32.30 2022-01-03 4 A 0 123873 A Common Shares 123873 123873 D LTIP Units 2022-01-03 4 A 0 20102 A Common Shares 20102 293249 D 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 Class AO LTIP Units ("AO LTIPs"), pursuant to JBG SMITH Properties 2017 Omnibus Share Plan ("Omnibus Plan"). AO LTIPs are similar to "net exercise" stock option awards and are convertible, once vested, into a number of vested limited partnership units in the OP, designated as LTIP Units ("LTIPs"), determined by multiplying the number of vested AO LTIPs by the quotient of (i) the excess of the value of a common share of the Issuer, par value $0.01 (a "Common Share") as of the date of the conversion over $32.30 (the "Participation Threshold per AO LTIP"), divided by (ii) the value of a Common Share as of the date of conversion. Vested LTIPs into which AO LTIPs have been converted are further convertible, [footnote continued] [Continued from footnote] conditioned upon minimum allocations to the capital accounts of the LTIPs for U.S. 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 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 AO LTIP. These AO LTIPs, or a portion thereof, 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 January 3, 2022. To the extent earned, the AO LTIPs will vest 50% on the on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date. Vesting of the AO LTIPs is generally contingent on the reporting person's continued employment with the Issuer. The reporting person received a grant of LTIPs pursuant to the Omnibus Plan. These LTIPs 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 LTIPs 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 LTIPs issuance. The LTIPs vest 25% on each of the first through fourth anniversaries of January 3, 2022, subject to reporting person's continued employment through each vesting date. The total number of LTIPs has been revised to reflect that certain LTIPs, originally granted in November 2018, were forfeited based on performance conditions set forth in the award agreement. With respect to the grant of 60,000 LTIPs that was reported in the second row in Table II of the reporting person's Form 4 filed August 2, 2021 and included herein, the second sentence of the fourth footnote was intended to read as follows: "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 sixth 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." /s/ Steven A. Museles, attorney-in-fact 2022-01-05