Madhumita Moina Banerjee Form 3 JBG SMITH Properties / Madhumita Moina Banerjee ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Banerjee Madhumita Moina

(Last) (First) (Middle)

C/O JBG SMITH PROPERTIES

4445 WILLARD AVENUE, SUITE 400

(Street)

CHEVY CHASE MD 20815

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/30/2018

3. Issuer Name and Ticker or Trading Symbol
JBG SMITH Properties [ JBGS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, HEAD OF CAPITAL MARKETS

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	5,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
OP Units	(1)(2)	(1)(2)	Common Shares	148,159	(1)(2)	D
Formation Units	(3)(4)	(3)(4)	Common Shares	70,174	37.1(3)(4)	D
LTIP Units	(5)(6)(7)(8)(9)	(5)(6)(7)(8)(9)	Common Shares	92,188	(5)(6)(7)(8)(9)	D

Explanation of Responses:

1. Represents operating partnership units ("OP Units") in JBG SMITH Properties LP, JBG SMITH Properties (the "Issuer's") operating partnership (the "OP"), which are 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.

2. 71,214 of these OP Units 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 employment through each vesting date.

3. Represents limited partnership interests in the OP, designated as Formation Units ("Formation Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan (the "Omnibus Plan"). Formation Units are a class of units in the OP similar to "net exercise" stock option awards, that are convertible by the holder, once vested, into a number of vested limited partnership units of the OP designated as LTIP Units ("LTIP Units"), determined by the increase in the value of a Common Share at the time of conversion over the value of a Common Share at the time the Formation Unit was granted.

4. Vested LTIP Units into which Formation Units have been converted are further 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 OP Units. The resulting OP Units are redeemable by the holder for one 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 issuance of the Formation Units. The Formation Units will vest 25% on each of the third and fourth anniversaries, and 50% on the fifth anniversary, of July 18, 2017, subject to continued employment through each vesting date.

5. Represents LTIP Units in the OP. These LTIP Units are a class of units in the OP that, if vested, 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 OP Units. The resulting OP Units are redeemable by the holder for one 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.

6. 8,388 LTIP Units vest 25% on each of the first through fourth anniversaries of August 1, 2017, subject to reporting person's continued employment through each vesting date. 16,776 LTIP Units, to the extent earned based on the Issuer's achievement of the performance conditions set forth in the award agreement over a three-year performance period, will vest 50% on the date the number of LTIP Units that become earned is determined and 50% on the fourth anniversary of August 1, 2017, subject to the reporting person's continued employment.

7. 10,190 LTIP Units vest 25% on each of the first through fourth anniversaries of January 1, 2018, subject to reporting person's continued employment through each vesting date. 18,767 LTIP Units, or a portion thereof, may become earned based on the Issuer's achievement of the performance conditions set forth in the award agreement over a three-year performance period that commenced on January 31, 2018 (or under certain circumstances, over an additional seven-year performance period thereafter). To the extent earned, these LTIP Units will vest 50% on the date the number of LTIP Units that become earned is determined and 50% on January 30, 2022 (or, if any LTIP Units become earned during the additional seven-year performance period, on such date the LTIP Units become earned), subject to the reporting person's continued employment through each vesting date.

8. 14,052 LTIP Units will vest in two equal installments, conditioned upon the execution of certain definitive documentation with Amazon, on the fourth and fifth anniversaries of November 12, 2018, respectively, subject to reporting person's continued employment through each vesting date. 24,015 LTIP Units, or a portion thereof, may become earned based on the Issuer's achievement of the performance conditions set forth in the award agreement over a three-year performance period commencing November 2, 2018 (or under certain circumstances, over an additional seven-year performance period thereafter).

9. To the extent earned, conditioned upon the execution of certain definitive documentation with Amazon, these LTIP Units will vest 50% on the fourth anniversary, and 50% on the fifth anniversary, of November 12, 2018 (or, if any LTIP Units become earned during the additional seven-year performance period, on such date the LTIP Units become earned), subject to the reporting person's continued employment through each vesting date.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Steven A. Museles, attorney-in-fact	01/09/2019
	** 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 5 (b)(v).
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