0001123292-17-001323.txt : 20170720 0001123292-17-001323.hdr.sgml : 20170720 20170720164944 ACCESSION NUMBER: 0001123292-17-001323 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: YALE UNIVERSITY CENTRAL INDEX KEY: 0000938582 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37994 FILM NUMBER: 17974731 BUSINESS ADDRESS: STREET 1: YALE UNIVERSITY INVESTMENTS OFFICE STREET 2: 55 WHITNEY AVENUE 5TH FLOOR CITY: NEW HAVEN STATE: CT ZIP: 06510-1300 BUSINESS PHONE: 2034325761 MAIL ADDRESS: STREET 1: YALE UNIVERSITY INVESTMENTS OFFICE STREET 2: 55 WHITNEY AVENUE 5TH FLOOR CITY: NEW HAVEN STATE: CT ZIP: 06510-1300 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 0000938582 YALE UNIVERSITY C/O JBG SMITH PROPERTIES 4445 WILLARD AVENUE, SUITE 400 CHEVY CHASE MD 20815 1 0 0 0 Common Shares 2017-07-18 4 J 0 5145068 A 5145068 I By LLCs LTIP Units 2017-07-18 4 A 0 6738 A Common Shares 6738 6738 I By employee These common shares, par value $0.01 ("Common Shares"), of JBG Smith Properties (the "Issuer") were issued to ten limited liability companies (the "LLCs") controlled by the reporting person, as consideration for the contribution of certain assets by The JBG Companies ("JBG") and investment funds associated with JBG (the "Funds") to the Issuer or its subsidiaries, proportionately with each LLC's equity interest in such Funds. The reporting person is, directly or indirectly, the sole or majority owner of the membership interests of each of the LLCs. The reporting person disclaims beneficial ownership of the Common Shares except to the extent of its pecuniary interest therein. Represents a grant of limited partnership units of JBG Smith Properties LP, the Issuer's operating partnership (the "OP"), designated as LTIP Units ("LTIP Units"), issued pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan, received by an employee of the reporting person who serves as a member of the Issuer's Board of Trustees (the "Board") in such employee's capacity as a trustee. The LTIP Units 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 LTIP Units for federal income tax purposes, into an equal number of common units of the OP ("OP Units"). 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 issuance. [footnote continued] [Continued from footnote] The LTIP Units were fully vested on the date of grant but may not be sold while the holder serves as a trustee, except in certain circumstances. Pursuant to an arrangement between the reporting person and such employee, the reporting person is entitled to receive, as of or prior to the time such employee ceases to serve as a trustee of the Issuer, all LTIP Units and other equity awards acquired by the employee while employed by the reporting person. Remarks: An employee of the reporting person serves on the Board and may be viewed as serving on the Board as the deputy of the reporting person. As a result, the reporting person may itself be deemed a trustee of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934. This Form 4 shall not be deemed an admission that the reporting person is required to file beneficial ownership reports under Section 16(a) or that the employee is serving on the Board as the deputy of the reporting person or in any capacity other than his personal capacity. Yale University By: /s/ David F. Swensen, Chief Investment Officer 2017-07-20