Statement of Changes in Beneficial Ownership (4)
15 Juin 2023 - 10:06PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Valdes Angela |
2. Issuer Name and Ticker or Trading Symbol
JBG SMITH Properties
[
JBGS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Accounting Officer |
(Last)
(First)
(Middle)
C/O JBG SMITH PROPERTIES, 4747 BETHESDA AVENUE, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/15/2023 |
(Street)
BETHESDA, MD 20814 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | 6/15/2023 | | C(1) | | 10493 | A | (2) | 12098 (3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
LTIP Units | (4) | 6/15/2023 | | C (1) | | | 10493 | (4) | (4) | Common Shares | 10493 | (4) | 81259 (5) | D | |
OP Units | (2)(4) | 6/15/2023 | | C (1) | | 10493 | | (2)(4) | (2)(4) | Common Shares | 10493 | (2)(4) | 10493 | D | |
OP Units | (2) | 6/15/2023 | | C (1) | | | 10493 | (2) | (2) | Common Shares | 10493 | (2) | 0 | D | |
Explanation of Responses: |
(1) | The reported transactions represent solely a conversion of limited partnership units in JBG SMITH Properties LP (the "OP"), the operating partnership of JBG SMITH Properties (the "Issuer"), designated as LTIP Units ("LTIP Units") into Operating Partnership Units ("OP Units") in the OP, and an exchange of OP Units into common shares of the Issuer, par value $0.01 ("Common Shares"). No sale or monetization of securities has occurred. |
(2) | Each OP Unit is redeemable, once vested, by the holder for one Common Share, or the cash value of a Common Share, at the Issuer's option. |
(3) | Reflects the acquisition of 445 Common Shares on December 15, 2021, 528 Common Shares on June 30, 2022, and 632 Common Shares on December 15, 2022 through the Issuer's Employee Share Purchase Plan, which are held directly by the reporting person. |
(4) | Limited partnership units in the OP designated as 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. |
(5) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Valdes Angela C/O JBG SMITH PROPERTIES 4747 BETHESDA AVENUE, SUITE 200 BETHESDA, MD 20814 |
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| Chief Accounting Officer |
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Signatures
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/s/ Steven A. Museles, attorney-in-fact | | 6/15/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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