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

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)
01/14/2021

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
LTIP Units	(1)(2)	01/14/2021		A		21,580		(1)(2)	(1)(2)	Common Shares	21,580	(1)(2)	1,215,871	D

Explanation of Responses:

1. The reporting person received a grant of limited partnership units in JBG SMITH Properties LP (the "OP"), JBG SMITH Properties' (the "Issuer's") operating partnership, designated as LTIP Units ("LTIP Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan. These LTIP Units are a class of units in the OP that are 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 operating partnership units in the OP ("OP Units"). The resulting 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, after the two-year anniversary of the LTIP Units issuance.

2. These LTIP Units were issued pursuant to the reporting person's election with the Issuer to receive the entirety of his cash bonus payable for 2020 in the form of fully vested LTIP Units.

	/s/ Steven A. Museles, attorney-in-fact	01/15/2021
	** 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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