Sec Form 4 Filing - Stewart Robert Alexander @ JBG SMITH Properties - 2025-03-17

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Stewart Robert Alexander
2. Issuer Name and Ticker or Trading Symbol
JBG SMITH Properties [ JBGS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O JBG SMITH PROPERTIES, 4747 BETHESDA AVENUE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
03/17/2025
(Street)
BETHESDA, MD20814
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Shares 03/17/2025 C( 1 ) 20,548 A 20,548 D
Common Shares 30,000 I The Robert Alexander Stewart Revocable Trust ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LTIP Units ( 4 ) 03/17/2025 C( 1 ) 20,548 ( 4 ) ( 4 ) Common Shares 20,548 ( 4 ) 186,736 D
OP Units ( 2 ) ( 4 ) 03/17/2025 C( 1 ) 20,548 ( 2 )( 4 ) ( 2 )( 4 ) Common Shares 20,548 ( 2 ) ( 4 ) 34,666 D
OP Units ( 2 ) 03/17/2025 C( 1 ) 20,548 ( 2 ) ( 2 ) Common Shares 20,548 ( 2 ) 14,118 ( 5 ) D
OP Units ( 2 ) ( 2 ) ( 2 ) Common Shares 756,631 756,631 I Nomad Capital, LLC ( 6 )
OP Units ( 2 ) ( 2 ) ( 2 ) Common Shares 75,000 75,000 I Held by spouse ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stewart Robert Alexander
C/O JBG SMITH PROPERTIES
4747 BETHESDA AVENUE, SUITE 200
BETHESDA, MD20814
X
Signatures
/s/ Steven A. Museles, attorney-in-fact 03/19/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported transactions represent solely a conversion of limited partnership units in JBG SMITH Properties LP (the "OP"), the operating partnership of JBG SMITH Properties (the "Issuer"), designated as LTIP Units ("LTIP Units") into Operating Partnership Units ("OP Units") in the OP, and an exchange of OP Units into common shares of the Issuer, par value $0.01 ("Common Shares"). No sale or monetization of securities has occurred.
( 2 )Each OP Unit is redeemable, once vested, by the holder for one Common Share, or the cash value of a Common Share, at the Issuer's option.
( 3 )Mr. Stewart is the sole trustee and beneficiary of the Robert Alexander Stewart Revocable Trust.
( 4 )Limited partnership units in the OP designated as 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.
( 5 )The reporting person received these 14,118 OP Units on June 30, 2023 as a pro rata distribution from JBG Properties, Inc. of which the reporting person is a stockholder. Prior to the distribution, the reporting person disclaimed beneficial ownership of the OP Units held by JBG Properties, Inc.
( 6 )815 OP Units were inadvertently omitted from the reporting person's prior Section 16 filings; the reporting person has held such OP Units indirectly since the spin-off of the Issuer in 2017. In February 2024, the reporting person transferred 755,816 OP Units from The Robert Alexander Stewart Revocable Trust to Nomad Capital, LLC.
( 7 )These OP Units are held by Mr. Stewart's spouse, who shares Mr. Stewart's household. The filing of this Form 4 shall not be deemed an admission that Mr. Stewart is the beneficial owner of these OP Units.

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).
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