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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol JBG SMITH Properties [ JBGS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/03/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/03/2018 | S | 60,000(4) | D | $40.17(1) | 4,434,864 | I | By LLCs(4) | ||
| Common Shares | 12/04/2018 | S | 41,912(4) | D | $39.63(2) | 4,392,952 | I | By LLCs(4) | ||
| Commons Shares | 12/04/2018 | S | 58,088(4) | D | $39.96(3) | 4,334,864 | I | By LLCs(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. The price reported in Column 4 reflects a weighted average price of $40.1728. These shares were sold in multiple transactions at prices ranging from $39.91 to $40.325, inclusive. The reporting person undertakes to provide to JBG SMITH Properties (the "Issuer"), any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 1. |
| 2. The price reported in Column 4 reflects a weighted average price of $39.63. These shares were sold in multiple transactions at prices ranging from $39.425 to $39.815, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 2. |
| 3. The price reported in Column 4 reflects a weighted average price of $39.96. These shares were sold in multiple transactions at prices ranging from $39.82 to $40.525, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 3. |
| 4. The Issuer previously issued to ten limited liability companies (the "LLCs") controlled by the reporting person common shares, par value $0.01 ("Common Shares"), of the Issuer as consideration for the contribution of certain assets by The JBG Companies and investment funds associated with The JBG Companies to the Issuer or its subsidiaries in connection with a previously completed business combination transaction. The reporting person is, directly or indirectly, the sole or majority owner of the membership interests of each of the LLCs. The reporting person disclaims beneficial ownership of the Common Shares except to the extent of its pecuniary interest therein. The transactions reflected in Column 4 of Table I represent the sale of Common Shares by the LLCs on a pro rata basis. |
| Remarks: |
| An employee of the reporting person serves on the Board of Trustees (the "Board") of the Issuer and may be viewed as serving on the Board as the deputy of the reporting person. As a result, the reporting person may itself be deemed a trustee of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934. This Form 4 shall not be deemed an admission that the reporting person is required to file beneficial ownership reports under Section 16(a) or that the employee is serving on the Board as the deputy of the reporting person or in any capacity other than his personal capacity. |
| Yale University By: /s/ David F. Swensen, Chief Investment Officer | 12/04/2018 | |
| ** 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. | ||