Madhumita Moina Banerjee - Jan 3, 2023 Form 4 Insider Report for JBG SMITH Properties (JBGS)

Role: Chief Financial Officer
Signature: /s/ Steven A. Museles, attorney-in-fact
Stock symbol: JBGS
Transactions as of: Jan 3, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/5/2023, 06:45 PM
Previous filing: Aug 17, 2022
Next filing: Feb 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	JBGS	Common Shares	Gift	$0	-4K	-100%	$0.00^*	0	Aug 22, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	JBGS	AO LTIP	Award		+168K	+135.27%		291K	Jan 3, 2023	Common Shares	168K	$20.83	Direct	F2, F3
transaction	JBGS	LTIP Units	Award		+35.3K	+14.39%		281K	Jan 3, 2023	Common Shares	35.3K		Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This transaction involved a gift of Common Shares by Ms. Banerjee to a donor-advised fund which will use the Common Shares for charitable purposes.
F2	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 Class AO LTIP Units ("AO LTIPs"), pursuant to JBG SMITH Properties 2017 Omnibus Share Plan ("Omnibus Plan"). AO LTIPs are similar to "net exercise" stock option awards and are convertible, once vested, into a number of vested limited partnership units in the OP, designated as LTIP Units ("LTIPs"), determined by multiplying the number of vested AO LTIPs by the quotient of (i) the excess of the value of a common share of the Issuer, par value $0.01 (a "Common Share") as of the date of the conversion over $20.83 (the "Participation Threshold per AO LTIP"), divided by (ii) the value of a Common Share as of the date of conversion. Vested LTIPs into which AO LTIPs have been converted are further convertible, [footnote continued]
F3	[Continued from footnote] conditioned upon minimum allocations to the capital accounts of the LTIPs for U.S. 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 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 AO LTIP. A portion of these AO LTIPs may be earned or forfeited based on the Issuer's achievement of the performance conditions set forth in the award agreement over a three-year performance period commencing January 3, 2023. To the extent earned, the AO LTIPs will vest 50% on the on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date. Vesting of the AO LTIPs is generally contingent on the reporting person's continued employment with the Issuer.
F4	The reporting person received a grant of LTIPs pursuant to the Omnibus Plan. These LTIPs 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 LTIPs 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 LTIPs issuance.
F5	The LTIPs vest 25% on each of the first through fourth anniversaries of January 3, 2023, subject to reporting person's continued employment through each vesting date.