0001123292-17-001318.txt : 20170720 0001123292-17-001318.hdr.sgml : 20170720 20170720161818 ACCESSION NUMBER: 0001123292-17-001318 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170718 FILED AS OF DATE: 20170720 DATE AS OF CHANGE: 20170720 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kelly William Matthew CENTRAL INDEX KEY: 0001708667 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37994 FILM NUMBER: 17974569 MAIL ADDRESS: STREET 1: C/O JBG/OPERATING PARTNERS, L.P. 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: 210 ROUTE 4 EAST STREET 2: 5TH FLOOR CITY: PARAMUS STATE: NJ ZIP: 07652 BUSINESS PHONE: 2015871000 MAIL ADDRESS: STREET 1: 210 ROUTE 4 EAST STREET 2: 5TH FLOOR CITY: PARAMUS STATE: NJ ZIP: 07652 FORMER COMPANY: FORMER CONFORMED NAME: Vornado DC Spinco DATE OF NAME CHANGE: 20161109 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-07-18 0001689796 JBG SMITH Properties JBGS 0001708667 Kelly William Matthew C/O JBG SMITH PROPERTIES 4445 WILLARD AVENUE, SUITE 400 CHEVY CHASE MD 20815 1 1 0 0 Chief Executive Officer OP Units 2017-07-18 4 A 0 45693 A Common Shares 45693 45693 D OP Units 2017-07-18 4 A 0 1022324 A Common Shares 1022324 1068017 D OP Units 2017-07-18 4 A 0 47673 A Common Shares 47673 47673 I By WMK Fund Holdings I, L.L.C. OP Units 2017-07-18 4 A 0 38432 A Common Shares 38432 38432 I By WMK Fund Holdings II, L.L.C. Formation Units 37.10 2017-07-18 4 A 0 199460 A Common Shares 199460 199460 D Operating Partnership Units ("OP Units") in JBG Smith Properties LP, JBG Smith Properties' (the "Issuer's") operating partnership (the "OP"). OP Units are redeemable by the holder for one common share of the Issuer, par value $0.01 (a "Common Share"), per OP Unit or the cash value of a Common Share, at the Issuer's option, beginning one year following the beginning of the first full calendar month following the Combination (as defined below). The OP Units will be fully vested on the date of grant. These OP Units were issued as consideration for the contribution of certain assets of The JBG Companies to the Issuer or its subsidiaries (the "Combination"). These OP Units, if vested, 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, beginning one year following the beginning of the first full calendar month following the Combination. These OP Units vest 50% upon the closing of the Combination, and 50% in equal monthly installments, beginning on the first day of the 31st month after the Combination and ending on the first day of the 60th month after the Combination, subject to the reporting person's continued employment through each vesting date. 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 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. [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. The Formation Units will vest 25% on each of the third and fourth anniversaries, and 50% on the fifth anniversary, of the closing of the Combination, subject to continued employment through each vesting date. /s/ Steven Museles, attorney-in-fact 2017-07-20