Glosserman Michael J Form 5 JBG SMITH Properties / Michael J Glosserman ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Glosserman Michael J

(Last)

(First)

(Middle)

C/O JBG SMITH PROPERTIES

4747 BETHESDA AVENUE, SUITE 200

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
JBG SMITH Properties [ JBGS ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2021

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)	4. Transaction Code (Instr. 8)	(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)
OP Units	⁽¹⁾	08/10/2021		G⁽²⁾		471,071	⁽¹⁾	⁽¹⁾	Common Shares	471,071	⁽¹⁾	0⁽³⁾	D
OP Units	⁽¹⁾	08/10/2021		G⁽²⁾	471,071		⁽¹⁾	⁽¹⁾	Common Shares	471,071	⁽¹⁾	471,071⁽⁴⁾	I	Michael J. Glosserman Revocable Trust⁽²⁾⁽⁵⁾
OP Units	⁽¹⁾	12/13/2021		G⁽⁶⁾		67,000	⁽¹⁾	⁽¹⁾	Common Shares	67,000	⁽¹⁾	404,071⁽⁷⁾	I	Michael J. Glosserman Revocable Trust⁽⁵⁾
OP Units	⁽¹⁾	12/13/2021		G⁽⁶⁾	67,000		⁽¹⁾	⁽¹⁾	Common Shares	67,000	⁽¹⁾	67,000	I	GRAT
LTIP Units	⁽⁸⁾	10/27/2021		G⁽⁹⁾		19,309	⁽⁸⁾	⁽⁸⁾	Common Shares	19,309	⁽⁸⁾	0	D
LTIP Units	⁽⁸⁾	10/27/2021		G⁽⁹⁾	19,309		⁽⁸⁾	⁽⁸⁾	Common Shares	19,309	⁽⁸⁾	19,309	I	Michael J. Glosserman Revocable Trust⁽⁵⁾
Formation Units	$37.1⁽¹⁰⁾⁽¹¹⁾	10/27/2021		G⁽¹²⁾		36,051	⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾⁽¹¹⁾	Common Shares	36,051	⁽¹⁰⁾⁽¹¹⁾	108,153	D
Formation Units	$37.1⁽¹⁰⁾⁽¹¹⁾	10/27/2021		G⁽¹²⁾	36,051		⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾⁽¹¹⁾	Common Shares	36,051	⁽¹⁰⁾⁽¹¹⁾	36,051	I	Michael J. Glosserman Revocable Trust⁽⁵⁾

Explanation of Responses:

1. Each Operating Partnership Unit ("OP Unit") in JBG SMITH Properties LP (the "OP"), the operating partnership of JBG SMITH Properties (the "Issuer"), is redeemable by the holder for one common share of the Issuer, par value $0.01 (a "Common Share"), or the cash value of a Common Share, at the Issuer's option.

2. This transaction involved a gift of OP Units by Mr. Glosserman to the Michael J. Glosserman Revocable Trust.

3. A previous filing inadvertently included indirect ownership of certain OP Units held by JBG Properties, Inc. for which the reporting person disclaims beneficial ownership and which such ownership is not included herein.

4. As of December 31, 2021, 69,629 of these OP Units are unvested and will vest in equal monthly installments through July 1, 2022. The remaining 401,442 OP Units are vested.

5. Mr. Glosserman is the sole trustee and beneficiary of the Michael J. Glosserman Revocable Trust

6. This transaction involved a gift of OP Units from the Michael J. Glosserman Revocable Trust to a grantor retained annuity trust.

7. As of December 31, 2021, 69,629 of these OP Units are unvested and will vest in equal monthly installments through July 1, 2022. The remaining 334,442 OP Units are vested.

8. These limited partnership units in the OP designated as LTIP Units ("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.

9. This transaction involved a gift of LTIP Units by Mr. Glosserman to the Michael J. Glosserman Revocable Trust.

10. 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 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]

11. [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, which was July 18, 2017.

12. This transaction involved a gift of vested Formation Units by Mr. Glosserman to the Michael J. Glosserman Revocable Trust.

	/s/ Steven A. Museles, attorney-in-fact	02/11/2022
	** 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).
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Glosserman Michael J Form 5JBG SMITH Properties / Michael J Glosserman ownership change