David Ritchey - 14 Feb 2024 Form 3 Insider Report for JBG SMITH Properties (JBGS)

Footnote F1

Represents limited partnership interests in JBG SMITH Properties LP (the "OP"), JBG SMITH Properties (the "Issuer's") operating partnership, 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 of the Issuer, par value $0.01 (a "Common Share") at the time of conversion over the value of a Common Share at the time the Formation Unit was granted. All of such Formation Units have vested.

Footnote F2

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 operating partnership units ("OP Units") in the OP. 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.

Footnote F3

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. 74,923 of such LTIP Units have vested.

Footnote F4

Subject to reporting person's continued employment through each vesting date, 2,631 LTIP Units will vest on the fourth anniversary of January 1, 2021, 2,809 LTIP Units will vest on each of the third and fourth anniversaries of January 3, 2022, 5,081 LTIP Units will vest on each of the second, third and fourth anniversaries of January 3, 2023, and 22,401 LTIP Units will vest 25% on each of the first through fourth anniversaries of January 2, 2024. [footnote continued]

Footnote F5

45,855 of the LTIP Units were granted on July 29, 2021. 19,310 of such LTIP Units will vest 50% on the fifth anniversary of grant and 25% on each of the sixth and seventh anniversaries of grant, subject to reporting person's continued employment through each vesting date. The remaining 26,545 of such LTIP Units or a portion thereof, may become earned based on the Issuer's achievement of certain performance conditions over a performance period commencing on the first anniversary of the grant and ending on the sixth anniversary of the grant. The LTIP units may be incrementally earned upon achievement of the following hurdle levels: 17.5%, 22.5%, 27.5%, and 32.5% of the total number of LTIP Units can be earned on each date prior to the seventh anniversary of grant that the Issuer's shares achieve a closing price of $35.00, $40.00, $45.00, and $50.00, respectively, for a consecutive 20-trading day period. [footnote continued]

Footnote F6

To the extent earned, the 26,545 LTIP Units will vest up to 50% on the fifth anniversary of grant and up to an additional 25% on each of the sixth and seventh anniversaries of grant. Vesting of the LTIP Units is generally contingent on the reporting person's continued employment with the Issuer. 2,700 of the LTIP Units were granted on January 31, 2020, and will become earned if our TSR becomes positive by January 31, 2030, pursuant to the terms of the award agreement, subject to the reporting person's continued employment through each vesting date. [footnote continued]

Footnote F7

14,015 of the LTIP Units were granted on January 2, 2024, conditioned on the closing of the sale of land owned by the Company for the development of a sports and entertainment complex in Virginia, which conditions have not yet been met. To the extent earned, such LTIP Units will vest 100% on the closing date of the sale of the land, subject to the reporting person's continued employment through the vesting date.

Footnote F8

Represents limited partnership units in the OP designated as Class AO LTIP Units ("AO LTIP Units"), pursuant to the Omnibus Plan. AO LTIP Units 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 LTIPs, determined by multiplying the number of vested AO LTIP Units by the quotient of (i) the excess of the value of a Common Share as of the date of the applicable conversion (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 LTIP Units have been converted are further convertible, conditioned upon minimum allocations to the capital accounts of the LTIPs for U.S. federal income tax purposes, into an equal number of OP Units.

Footnote F9

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 LTIP Units 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. To the extent earned, the AO LTIP Units 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 LTIP Units is generally contingent on the reporting person's continued employment with the Issuer. None of such AO LTIP Units have vested.