JBG SMITH Properties (JBGS) Form 4 JBG SMITH Properties / William Matthew Kelly 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^*

Kelly William Matthew

(Last) (First) (Middle)

C/O JBG SMITH PROPERTIES

4747 BETHESDA AVENUE, SUITE 200

(Street)

BETHESDA MD 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
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2022

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 Shares	06/22/2022		G	V	38,432(1)	A	$0	38,432(2)	I	WMK Fund Holdings II, LLC
Common Shares	08/21/2022		G	V	47,673(3)	A	$0	47,673(4)	I	WMK Fund Holdings I, LLC
Common Shares	09/02/2022		J		86,105	D	$0(5)	4,622(6)	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
OP Units	(5)(7)							(7)	(7)	Common Shares	382,004		382,004	D

Explanation of Responses:

1. On June 22, 2022, the reporting person's spouse gifted their interest in WMK Fund Holdings II, LLC to the reporting person, as a result of which the reporting person now owns 100% of the interests in the LLC. Given that the WMK Fund Holdings II, LLC was previously owned by the reporting person and his spouse, these shares have been previously reported as beneficially owned by the reporting person.

2. On September 2, 2022, WMK Fund Holdings II, LLC, which is 100% owned by the reporting person, transferred these 38,432 common shares, par value $0.01 ("Common Shares") of JBG SMITH Properties (the "Issuer") to the reporting person, with the result that such shares became owned directly.

3. On August 21, 2022, the reporting person's spouse gifted their interest in WMK Fund Holdings I, LLC to the reporting person, as a result of which the reporting person now owns 100% of the interests in the LLC. Given that the WMK Fund Holdings I, LLC was previously owned by the reporting person and his spouse, these shares have been previously reported as beneficially owned by the reporting person.

4. On September 2, 2022, WMK Fund Holdings I, LLC, which is 100% owned by the reporting person, transferred these 47,673 Common Shares to the reporting person, with the result that such shares became owned directly.

5. On September 2, 2022, as part of the reporting person's estate planning, the reporting person transferred the 86,105 Common Shares referred to in footnotes (2) and (4) to a limited liability company (the "LLC") in which certain trusts for the benefit of parties other than the reporting person or their spouse own equity interests. In exchange for such Common Shares, the reporting person received an equal number of Operating Partnership Units ("OP Units") in JBG SMITH Properties LP, the operating partnership of the Issuer. The LLC and the trusts are managed by independent third parties, and the reporting person is no longer a beneficial owner of the Common Shares transferred to the LLC.

6. Reflects the acquisition of an additional 1,244 Common Shares on June 30, 2022 through the Issuer's Employee Share Purchase Plan, which are held directly by the reporting person.

7. Each OP Unit is redeemable by the holder for one Common Share, or the cash value of a Common Share, at the Issuer's option.

	/s/ Steven A. Museles, attorney-in-fact	09/07/2022
	** 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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