0001104659-24-001510.txt : 20240104 0001104659-24-001510.hdr.sgml : 20240104 20240104215109 ACCESSION NUMBER: 0001104659-24-001510 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240102 FILED AS OF DATE: 20240104 DATE AS OF CHANGE: 20240104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Xanders George Laucks CENTRAL INDEX KEY: 0001835087 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37994 FILM NUMBER: 24514347 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] ORGANIZATION NAME: 05 Real Estate & Construction 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 tm241927-5_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-01-02 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 0 AO LTIP 18.93 2024-01-02 4 A 0 211081 A Common Shares 211081 477848 D LTIP Units 2024-01-02 4 A 0 49782 A Common Shares 49782 398687 D LTIP Units 2024-01-02 4 A 0 49929 A Common Shares 49929 448616 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 $18.93 (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. A portion of these AO LTIPs may be earned or forfeited based on the Issuer's achievement of the performance conditions set forth in the award agreement over a three-year performance period commencing January 2, 2024. 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 2, 2024, 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 January 2020, were forfeited based on performance conditions set forth in the award agreement. The reporting person received a grant of LTIPs pursuant to the Omnibus Plan. These LTIPs are a class of units in the OP that 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. These LTIPs were issued pursuant to the reporting person's election with the Issuer to receive the entirety of his cash bonus payable for 2023 in the form of fully vested LTIPs. These LTIPS were granted based on assumed maximum performance under the Company's 2023 Short Term Incentive Compensation Plan. Pursuant to the terms of the award agreement, any LTIPs not actually earned based on the actual results for the 2023 calendar year will be forfeited. /s/ Steven A. Museles, attorney-in-fact 2024-01-04