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^*

Xanders George Laucks

(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)
01/01/2021

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 Investment 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	350	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)
OP Units	⁽¹⁾	⁽¹⁾	Common Shares	4,800	⁽¹⁾	D
Formation Units	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Shares	62,668	$37.1⁽²⁾⁽³⁾	D
LTIP Units	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	Common Shares	197,660	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	D

Explanation of Responses:

1. Represents operating partnership units ("OP Units") in JBG SMITH Properties LP (the "OP"), JBG SMITH Properties (the "Issuer's") operating partnership, which are redeemable by the holder for one common share of the Issuer, par value $0.01 (a "Common Share"), or the cash value of a Common Share, at the Issuer's option. These OP Units are fully vested.

2. Represents limited partnership interests in the OP 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 at the time of conversion over the value of a Common Share at the time the Formation Unit was granted.

3. 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 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. The Formation Units were granted on July 18, 2017 and vest 25% on each of the third and fourth anniversaries of the grant date, and 50% on the fifth anniversary of the grant date, subject to continued employment through each vesting date. 15,667 of such Formation Units have vested.

4. 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. 4,384 of the LTIP Units were granted on January 10, 2019 in lieu of the reporting person's cash bonus, and were fully vested as of the grant date. 35,263 of the LTIP Units were granted on various dates between August 1, 2017 and January 31, 2020 and 25% of the LTIP Units vested or will vest on each of the first through fourth anniversaries of the grant date, subject to reporting person's continued employment through each vesting date.

5. 60,019 of the LTIP Units were granted on various dates between August 1, 2017 and January 31, 2020, and may become earned based on the Issuer's achievement of the performance conditions set forth in the award agreement over a three-year performance period commencing on the grant date (or under certain circumstances, over an additional seven-year performance period thereafter). To the extent earned, 50% of such LTIP Units vested or will vest on the date the number of LTIP Units that become earned is determined and 50% on the fourth anniversary of the grant date (or, if any LTIP Units become earned during the additional seven-year performance period, on such date the LTIP Units become earned), subject to the reporting person's continued employment through each vesting date.

6. 38,067 of the LTIP Units were granted on November 12, 2018, conditioned on Amazon entering into certain definitive documentation with the Issuer, which conditions have been met. 14,052 of such LTIP Units will vest in two equal installments on the fourth and fifth anniversaries of the grant date, subject to the reporting person's continued employment through each vesting date. 24,015 of such LTIP Units may become earned based on the Issuer's achievement of the performance conditions set forth in the award agreement over a three-year performance period commencing on November 2, 2018 (or under certain circumstances, over an additional seven-year performance period thereafter). To the extent earned, such LTIP Units will vest 50% on November 1, 2022 and 50% on November 1, 2023 (or, if any LTIP Units become earned during the additional seven-year performance period, on such date the LTIP Units become earned), subject to the reporting person's continued employment through each vesting date.

7. 59,927 of the LTIP Units were granted on July 18, 2017. 29,963 of such LTIP Units were fully vested as of the grant date. 29,964 of such LTIP Units vest in equal monthly installments over a 30-month period beginning on February 1, 2020 and ending on July 1, 2022, subject to the reporting person's continued employment through each vesting date. 57,414 of the total amount of LTIP Units held by the reporting person have vested.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Steven A. Museles, attorney-in-fact	01/05/2021
	** 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.