SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Reynolds Kevin

(Last)

(First)

(Middle)

C/O JBG SMITH PROPERTIES

4747 BETHESDA AVENUE, SUITE 200

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
JBG SMITH Properties [ JBGS ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2021

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)	4. Transaction Code (Instr. 8)	(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)
OP Units	⁽¹⁾	10/06/2021		G⁽²⁾		360,253	⁽¹⁾	⁽¹⁾	Common Shares	360,253	$0	0	I	By Kevin Reynolds Revocable Trust⁽³⁾
OP Units	⁽¹⁾	10/06/2021		G⁽²⁾	360,253		⁽¹⁾	⁽¹⁾	Common Shares	360,253	$0	360,253⁽⁴⁾	I	By Kevin Reynolds 2021 Inter Vivos Irrevocable Trust⁽⁵⁾
LTIP Units	⁽⁶⁾	11/01/2021		G⁽⁷⁾		20,000	⁽⁶⁾	⁽⁶⁾	Common Shares	20,000	$0	346,779⁽⁸⁾	D
LTIP Units	⁽⁶⁾	11/01/2021		G⁽⁷⁾	20,000		⁽⁶⁾	⁽⁶⁾	Common Shares	20,000	$0	20,000	I	By Kevin Reynolds 2021 Inter Vivos Irrevocable Trust⁽⁵⁾

Explanation of Responses:

1. Each Operating Partnership Unit ("OP Unit") in JBG SMITH Properties LP (the "OP"), the operating partnership of JBG SMITH Properties (the "Issuer"), is 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.

2. This transaction involved a gift of OP Units by Mr. Reynolds to his spouse, who shares Mr. Reynolds's household.

3. On January 16, 2020, the reporting person transferred 360,253 OP Units to the Kevin Reynolds Revocable Trust, of which the reporting person is the sole trustee and beneficiary.

4. As of December 31, 2021, 39,886 of these OP Units are unvested and will vest subject to the reporting person's continued service through each vesting date. These OP Units will vest in equal monthly installments through July 1, 2022. The remaining 320,367 OP Units are vested.

5. Mr. Reynold's spouse is the primary beneficiary of the Kevin Reynolds 2021 Inter Vivos Irrevocable Trust. The trustee of the Kevin Reynolds 2021 Inter Vivos Irrevocable Trust is a third party.

6. These limited partnership units in the OP designated as LTIP Units ("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.

7. This transaction involved a gift of LTIP Units by Mr. Reynolds to his spouse, who shares Mr. Reynolds's household.

8. As previously disclosed, the total number of LTIPs has been revised to reflect that certain LTIPs, originally granted in November 2018, were forfeited during 2021 based on performance conditions set forth in the award agreement.

	/s/ Steven A. Museles, attorney-in-fact	02/11/2022
	** 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).
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.

SEC Form 5 filed by Reynolds Kevin