Crate Darrell W Form 4 Easterly Government Properties / Darrell W Crate ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Crate Darrell W

(Last)

(First)

(Middle)

C/O EASTERLY GOVERNMENT PROPERTIES, INC.

2001 K STREET NW, SUITE 775 NORTH

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Easterly Government Properties, Inc. [ DEA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/11/2022		C		19,594⁽¹⁾	A	$0.00	27,022	D
Common Stock	03/11/2022		S		19,594	D	$21⁽²⁾	7,428	D
Common Stock	03/11/2022		C		135,406⁽³⁾	A	$0.00	135,406	I	By Easterly Capital LLC
Common Stock	03/11/2022		S		135,406	D	$21.11⁽⁴⁾	0	I	By Easterly Capital LLC
Common Stock	03/14/2022		C		10,000⁽⁵⁾	A	$0.00	17,428	D
Common Stock	03/14/2022		S		10,000	D	$20.81⁽⁶⁾	7,428	D
Common Stock	03/15/2022		C		3,751⁽⁷⁾	A	$0.00	11,179	D
Common Stock	03/15/2022		S		10,406	D	$20.94⁽⁸⁾	773	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units⁽⁹⁾	⁽⁹⁾	03/11/2022		C⁽⁹⁾⁽¹⁰⁾			13,754	⁽⁹⁾	⁽⁹⁾	Common Stock	13,754	$0.00	0	D
LTIP Units⁽¹¹⁾	⁽¹¹⁾	03/11/2022		C⁽¹⁰⁾⁽¹¹⁾			5,840	⁽¹¹⁾	⁽¹¹⁾	Common Stock	5,840	$0.00	38,166	D
Common Units	⁽¹²⁾	03/11/2022		C			135,406	⁽¹²⁾	⁽¹²⁾	Common Stock	135,406	$0.00	500,000	I	By Easterly Capital LLC
LTIP Units	⁽¹¹⁾	03/14/2022		C⁽¹⁰⁾⁽¹¹⁾			10,000	⁽¹¹⁾	⁽¹¹⁾	Common Stock	10,000	$0.00	28,166	D
LTIP Units	⁽¹¹⁾	03/15/2022		C⁽¹⁰⁾⁽¹¹⁾			3,751	⁽¹¹⁾	⁽¹¹⁾	Common Stock	3,751	$0.00	24,415	D

Explanation of Responses:

1. 19,594 LTIP units ("LTIP Units") in Easterly Government Properties LP (the "Partnership"), of which the Issuer is the sole general partner, were exchanged for an equal number of common units of limited partnership interest in the Partnership ("Common Units"), which were subsequently redeemed for an equal number of shares of the Issuer's common stock, par value $0.01 per share ("Common Stock").

2. These shares were all sold at a price of $21.00 per share.

3. 135,406 Common Units were redeemed for an equal number of shares of Common Stock.

4. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $21.00 to $21.17 per share, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. 10,000 LTIP Units were exchanged for an equal number of Common Units, which were subsequently redeemed for an equal number of shares of Common Stock.

6. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $20.75 to $20.88 per share, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

7. 3,751 LTIP Units were exchanged for an equal number of Common Units, which were subsequently redeemed for an equal number of shares of Common Stock.

8. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $20.85 to $21.01 per share, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

9. Represents LTIP Units granted as long-term incentive compensation pursuant to the Issuer's 2015 Equity Incentive Plan, as amended, subject to certain performance vesting hurdles, which were earned based on the Issuer's performance from January 4, 2018 through December 31, 2019.

10. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be exchanged, at the election of either the holder or the Partnership, into a Common Unit. Each Common Unit may be presented for redemption, at the election of the holder, for cash equal to the fair market value of a share of the Issuer's Common Stock, except that the Issuer may elect to acquire each Common Unit so presented for one share of Common Stock. LTIP Units are generally not convertible without the consent of the Issuer until two years from the grant date. These redemption rights have no expiration date.

11. Represents LTIP Units granted as long-term incentive compensation pursuant to the Issuer's 2015 Equity Incentive Plan, as amended, subject to certain performance vesting hurdles, which were earned based on the Issuer's performance from January 2, 2019 through December 31, 2021.

12. Each Common Unit may be presented for redemption, at the election of the holder, for cash equal to the fair market value of a share of the Issuer's Common Stock, except that the Issuer may elect to acquire each Common Unit so presented for one share of Common Stock. These redemption rights have no expiration date.

Remarks:

	/s/ Franklin V. Logan, Attorney-in-fact for Darrell W. Crate	03/15/2022
	** 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 Number.

Crate Darrell W Form 4Easterly Government Properties / Darrell W Crate ownership change