09/15/2025 | Press release | Distributed by Public on 09/15/2025 16:09
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
LTIP Units | (4) | 09/15/2025 | C(1) | 5,714 | (4) | (4) | Common Shares | 5,714 | (4) | 133,011 | D | ||||
OP Units | (2)(4) | 09/15/2025 | C(1) | 5,714 | (2)(4) | (2)(4) | Common Shares | 5,714 | (2)(4) | 6,298 | D | ||||
OP Units | (2) | 09/15/2025 | C(1) | 5,714 | (2) | (2) | Common Shares | 5,714 | (2) | 584 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Regan-Levine Evan C/O JBG SMITH PROPERTIES 4747 BETHESDA AVENUE, SUITE 200 BETHESDA, MD 20814 |
Chief Strategy Officer |
/s/ Steven A. Museles, attorney-in-fact | 09/15/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The reported transactions represent solely a conversion of limited partnership units in JBG SMITH Properties LP (the "OP"), the operating partnership of JBG SMITH Properties (the "Issuer"), designated as LTIP Units ("LTIP Units") into Operating Partnership Units ("OP Units") in the OP, and an exchange of OP Units into common shares of the Issuer, par value $0.01 ("Common Shares"). No sale or monetization of securities has occurred. |
(2) | Each OP Unit is redeemable, once vested, by the holder for one Common Share, or the cash value of a Common Share, at the Issuer's option. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.59 to $23.65, inclusive. The reporting person undertakes to provide to JBG SMITH Properties, any security holder of JBG SMITH Properties, 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 ranges set forth in footnote (3) to this Form 4. |
(4) | Limited partnership units in the OP designated as 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. |