SEC FORM 4

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^*

USGP II INVESTOR, LP

(Last)

(First)

(Middle)

138 CONANT STREET

(Street)

BEVERLY

01915

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Easterly Government Properties, Inc. [ DEA ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2016		J⁽¹⁾		9,038,206	D	$0.00	0	I⁽²⁾	U.S. Government Properties Income & Growth Fund II, LP
Common Stock	05/11/2016		J⁽¹⁾		563,066	D	$0.00	0	I⁽²⁾	USGP II (Parallel) Fund, LP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Partnership Units⁽³⁾	⁽³⁾	05/11/2016		J⁽¹⁾			941,356	⁽³⁾	⁽³⁾	Common Stock	941,356	$0.00	0	I⁽²⁾	USGP II (Parallel) Fund, LP

Explanation of Responses:

1. On May 11, 2016, USGP II Investor, LP and its constituent funds completed a partial liquidation. The liquidation resulted in USGP II Investor, LP distributing 9,601,272 shares of common stock of the issuer and 941,356 common units of limited partnership interest ("Partnership Units") in Easterly Government Properties LP (the "Operating Partnership") to its constituent funds. The constituent funds then distributed 9,573,067 shares of common stock of the issuer and 935,998 Partnership Units to their indirect beneficial owners. The liquidation and distribution were completed in accordance with the organizational documents of USGP II Investor, LP and its constituent funds and no amounts were paid in connection with the distributions of these common shares and Partnership Units.

2. On December 23, 2015, shares of common stock of the Issuer and Partnership Units were transferred to affiliates of USGP II Investor, LP representing a change in form of beneficial ownership.

3. Represents Partnership Units of the Operating Partnership. Each Partnership Unit is redeemable for cash equal to the then fair market value of one share of the Issuer's common stock, except that the Issuer may, at its election, acquire each Partnership Unit so presented for one share of common stock. These redemption rights have no expiration date.

Remarks:

	USGP II Investor, LP, By: USGP II GP, LLC, its Managing General Partner, /s/ Mark H. Rowe, Vice President	05/13/2016
	** 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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