Kelly William Matthew 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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2018

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)	10/05/2018		G(2)			320,000	(1)	(1)	Common Shares	320,000	(1)	688,206(3)	D
OP Units	(4)							(4)	(4)	Common Shares	45,693		733,899	D
OP Units	(4)							(4)	(4)	Common Shares	47,673		47,673	I	By WMK Fund Holdings I, L.L.C.
OP Units	(4)							(4)	(4)	Common Shares	38,432		38,432	I	By WMK Fund Holdings II, L.L.C.
OP Units	(1)							(1)	(1)	Common Shares	14,118		14,118(3)	I	JBG Properties, Inc.

Explanation of Responses:

1. Each Operating Partnership Unit ("OP Unit") in JBG SMITH Properties LP, 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, beginning August 1, 2018. 50% of the reporting person's OP Units vested July 18, 2017 and 50% are scheduled to vest in equal monthly installments, beginning on February 1, 2020 and ending on July 1, 2022, subject to the reporting person's continued service to the Issuer through each vesting date.

2. The reporting person transferred these OP Units to a limited liability company in which certain trusts for the benefit of parties other than the reporting person own equity interests. The LLC and the trusts are managed by independent third parties, and the reporting person is no longer a beneficial owner of the OP Units transferred to the LLC.

3. The Form 4 filed for Mr. Kelly on July 20, 2017 inadvertently reported as directly owned 14,118 OP Units which in fact were and are owned indirectly, through JBG Properties, Inc., as reported herein.

4. Each of these OP Units is redeemable by the holder for one Common Share, or the cash value of a Common Share, at the Issuer's option, beginning August 1, 2018. The OP Units were fully vested on the date of grant.

	/s/ Steven A. Museles, attorney-in-fact	10/10/2018
	** 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).
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