0001104659-24-027021.txt : 20240223 0001104659-24-027021.hdr.sgml : 20240223 20240223160702 ACCESSION NUMBER: 0001104659-24-027021 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240214 FILED AS OF DATE: 20240223 DATE AS OF CHANGE: 20240223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Regan-Levine Evan CENTRAL INDEX KEY: 0002012105 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37994 FILM NUMBER: 24671180 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 3 1 tm246428-3_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2024-02-14 0 0001689796 JBG SMITH Properties JBGS 0002012105 Regan-Levine Evan C/O JBG SMITH PROPERTIES 4747 BETHESDA AVENUE, SUITE 200 BETHESDA MD 20814 0 1 0 0 Chief Strategy Officer Formation Units 37.10 Common Shares 45822 D LTIP Units Common Shares 143891 D OP Units Common Shares 584 D Represents limited partnership interests in JBG SMITH Properties LP (the "OP"), JBG SMITH Properties (the "Issuer's") operating partnership, 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 of the Issuer, par value $0.01 (a "Common Share") at the time of conversion over the value of a Common Share at the time the Formation Unit was granted. All of such Formation Units have vested. 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 operating partnership units ("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. 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. 20,979 of such LTIP Units have vested. Subject to reporting person's continued employment through each vesting date, 1,283 LTIP Units will vest on the fourth anniversary of January 1, 2021, 3,198 LTIP Units will vest on each of the third and fourth anniversaries of January 3, 2022, 7,058 LTIP Units will vest on each of the second, third and fourth anniversaries of January 3, 2023, and 34,225 LTIP Units will vest 25% on each of the first through fourth anniversaries of January 2, 2024. [footnote continued] 37,495 of the LTIP Units were granted on July 29, 2021. 15,790 of such LTIP Units will vest 50% on the fifth anniversary of grant and 25% on each of the sixth and seventh anniversaries of grant, subject to reporting person's continued employment through each vesting date. The remaining 21,705 of such LTIP Units or a portion thereof, may become earned based on the Issuer's achievement of certain performance conditions over a performance period commencing on the first anniversary of the grant and ending on the sixth anniversary of the grant. 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 seventh 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. [footnote continued] To the extent earned, the 21,705 LTIP Units will vest up to 50% on the fifth anniversary of grant and up to an additional 25% on each of the sixth and seventh anniversaries of grant. Vesting of the LTIP Units is generally contingent on the reporting person's continued employment with the Issuer. 1,316 of the LTIP Units were granted on January 31, 2020, and will become earned if our TSR becomes positive by January 31, 2030, pursuant to the terms of the award agreement, subject to the reporting person's continued employment through each vesting date. [footnote continued] 21,023 of the LTIP Units were granted on January 2, 2024, conditioned on the closing of the sale of land owned by the Company for the development of a sports and entertainment complex in Virginia, which conditions have not yet been met. To the extent earned, such LTIP Units will vest 100% on the closing date of the sale of the land, subject to the reporting person's continued employment through the vesting date. Represents operating partnership units OP Units, which are redeemable by the holder for one Common Share, or the cash value of a Common Share, at the Issuer's option. These OP Units are fully vested. Exhibit 24: Power of Attorney /s/ Steven A. Museles, attorney-in-fact 2024-02-23 EX-24 2 tm246428d3_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 12th day of February, 2024.

	/s/ Evan Regan-Levine
	Name: Evan Regan-Levine