SEC FORM 3

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^*

Ritchey David

(Last)

(First)

(Middle)

C/O JBG SMITH PROPERTIES

4747 BETHESDA AVENUE, SUITE 200

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2024

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)
	Chief Commercial Officer

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	4,197	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Formation Units	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Shares	70,269	$37.1⁽¹⁾⁽²⁾	D
LTIP Units	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	Common Shares	183,386	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	D
AO LTIP Units	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Shares	69,256	$29.36⁽⁸⁾⁽⁹⁾	D
AO LTIP Units	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Shares	96,514	$18.94⁽⁸⁾⁽⁹⁾	D
AO LTIP Units	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Shares	94,986	$17.21⁽⁸⁾⁽⁹⁾	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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]

5. 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]

6. 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]

7. 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.

8. 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.

9. 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.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Steven A. Museles, attorney-in-fact	02/23/2024
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.