Glosserman Michael J Form 4 JBG SMITH Properties / Michael J Glosserman 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^*

Glosserman Michael J

(Last) (First) (Middle)

C/O JBG SMITH PROPERTIES

4445 WILLARD AVENUE, SUITE 400

(Street)

CHEVY CHASE MD 20815

(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. Date of Earliest Transaction (Month/Day/Year)
07/18/2017

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
OP Units	(1)	07/18/2017		A		37,550		(1)	(1)	Common Shares	37,550	(1)	37,550	D
OP Units	(2)	07/18/2017		A		447,638		(2)	(2)	Common Shares	447,638	(2)	485,188	D
OP Units	(1)	07/18/2017		A		647		(1)	(1)	Common Shares	647	(1)	647	I	By Glosser Family Revocable Trust
OP Units	(1)	07/18/2017		A		98,437		(1)	(1)	Common Shares	98,437	(1)	98,437	I	By MG Fund Holdings I, L.L.C.
OP Units	(1)	07/18/2017		A		95,660		(1)	(1)	Common Shares	95,660	(1)	95,660	I	By MG Fund Holdings II, L.L.C.
OP Units	(2)	07/18/2017		A		149,212		(2)	(2)	Common Shares	149,212	(2)	149,212	I	By Glosserman Family JBG Operating, L.L.C.
Formation Units	$37.1(3)(4)	07/18/2017		A		144,204		(3)(4)	(3)(4)	Common Shares	144,204(3)(4)	(3)(4)	144,204	D

Explanation of Responses:

1. 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").

2. 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 service on the Issuer's Board of Trustees through each vesting date. These OP Units were issued as consideration for the management companies of JBG.

3. 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]

4. [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.

Remarks:

	/s/ Steven Museles, attorney-in-fact	07/20/2017
	** Signature of Reporting Person	Date
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