Easterly Government Properties (DEA) Form 4 Easterly Government Properties / William C. Trimble 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^*

Trimble William C.

(Last) (First) (Middle)

C/O EASTERLY GOVERNMENT PROPERTIES, INC.

2001 K STREET NW, SUITE 775 NORTH

(Street)

WASHINGTON DC 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)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/18/2022

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/18/2022		C		7,000(1)	A	$0.00(1)	98,279	D
Common Stock	01/18/2022		S(2)		7,000	D	$22.47(3)	91,279	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units(4)	(5)	01/18/2022		C(1)(5)			7,000	(5)	(5)	Common Stock	7,000	$0.00	396,636	D
LTIP Units(6)	(5)	01/18/2022		A		60,338		(5)(7)	(5)	Common Stock	60,338	$0.00	71,880(7)	D

Explanation of Responses:

1. 7,000 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. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 6, 2021.

3. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $22.42 to $22.55 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.

4. Represents LTIP Units granted as long-term incentive compensation pursuant to the Issuer's 2015 Equity Incentive Plan, as amended (the "Plan"), subject to certain performance vesting hurdles based on the Issuer's performance through December 31, 2017, and which were earned upon determination that the performance vesting hurdles had been achieved.

5. 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.

6. Represents LTIP Units granted as long-term incentive compensation pursuant to the Plan, subject to certain performance vesting hurdles based on the Issuer's performance from January 2, 2019 through December 31, 2021 (the "LTIP Unit Award"), and which were earned upon the determination that the performance vesting hurdles had been achieved.

7. The total number of derivative securities represents the aggregate of all LTIP Units earned by the reporting person pursuant to the LTIP Unit Award. 50% of the LTIP Units vested when earned and 50% will vest on January 2, 2023, subject to continued employment.

Remarks:

	/s/ Franklin V. Logan, Attorney-in-fact for William C. Trimble, III	01/20/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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