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  4. [Form 4] JBG SMITH Properties Insider Trading Activity

JBG SMITH Insider Converts LTIP Units, Sells 5,714 Shares

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Insider transactions at JBG SMITH Properties (JBGS): Evan Regan-Levine, Chief Strategy Officer, converted 5,714 LTIP units into operating partnership units and then exchanged those OP units into 5,714 common shares. On 09/15/2025 those 5,714 common shares were reported sold at a weighted-average price of $23.62, with sale prices in the range $23.59–$23.65. Following the transactions the reporting person shows 0 common shares beneficially owned. The filing states the initial step was a conversion of LTIP Units into OP Units and an exchange into common shares; the filer notes no monetization occurred at the conversion step.

Positive

  • Full disclosure of conversion mechanics from LTIP Units to OP Units and exchange into common shares
  • Sale price range and weighted-average price provided ($23.59–$23.65; weighted average $23.62)
  • Reporting person offered to furnish detailed per-trade breakdowns on request, enhancing transparency

Negative

  • Insider sold all reported common shares, leaving the reporting person with 0 reported common shares after the transactions
  • Form does not state the reporting person's holdings as a percentage of outstanding shares, so materiality is unclear

Insights

TL;DR: Insider converted LTIP units and sold 5,714 shares at ~$23.62, leaving zero reported common shares.

The transaction is straightforward: vested LTIP Units were converted into OP Units and exchanged for common shares, which were then sold in multiple transactions at prices between $23.59 and $23.65. The weighted-average sale price reported is $23.62. The filing discloses that the conversion itself was not a sale, but subsequent sales reduced the reporting persons common-stock holdings to zero. For investors, this is a routine insider liquidity event; the absolute size (5,714 shares) and values are explicit in the form and should be compared to the issuers outstanding shares to assess materiality, which this filing does not provide.

TL;DR: Governance processes appear followed: conversion, exchange, and sale were disclosed on Form 4 with pricing ranges and an offer to provide detailed sale breakdowns.

The Form 4 includes the required explanations, discloses the weighted-average sale price and the price range, and offers to provide the per-trade breakdown upon request. The filing identifies the reporting persons role (Chief Strategy Officer) and the nature of the LTIP-to-OP conversion. No omissions of the specific transactions are evident in this document. The disclosure supports transparency around an executives unit conversion and subsequent share sales.

Insider Regan-Levine Evan
Role Chief Strategy Officer
Sold 5,714 shs ($135K)
Type Security Shares Price Value
Conversion LTIP Units 5,714 $0.00 --
Conversion OP Units 5,714 $0.00 --
Conversion OP Units 5,714 $0.00 --
Conversion Common Shares 5,714 $0.00 --
Sale Common Shares 5,714 $23.62 $135K
Holdings After Transaction: LTIP Units — 133,011 shares (Direct); OP Units — 6,298 shares (Direct); Common Shares — 5,714 shares (Direct)
Footnotes (1)
  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. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.59 to $23.65, inclusive. The reporting person undertakes to provide to JBG SMITH Properties, any security holder of JBG SMITH Properties, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 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.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Regan-Levine Evan
(Last) (First) (Middle)
C/O JBG SMITH PROPERTIES
4747 BETHESDA AVENUE, SUITE 200
(Street)
BETHESDA MD 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 Strategy Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025
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)
Code V Amount (A) or (D) Price
Common Shares 09/15/2025 C(1) 5,714 A (2) 5,714 D
Common Shares 09/15/2025 S 5,714 D $23.62(3) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LTIP Units (4) 09/15/2025 C(1) 5,714 (4) (4) Common Shares 5,714 (4) 133,011 D
OP Units (2)(4) 09/15/2025 C(1) 5,714 (2)(4) (2)(4) Common Shares 5,714 (2)(4) 6,298 D
OP Units (2) 09/15/2025 C(1) 5,714 (2) (2) Common Shares 5,714 (2) 584 D
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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.59 to $23.65, inclusive. The reporting person undertakes to provide to JBG SMITH Properties, any security holder of JBG SMITH Properties, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
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.
/s/ Steven A. Museles, attorney-in-fact 09/15/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Evan Regan-Levine (JBGS) do on 09/15/2025?

He converted 5,714 LTIP Units into OP Units, exchanged those into 5,714 common shares, and sold the 5,714 shares at a weighted-average price of $23.62.

How many shares were sold and at what price in the JBGS Form 4?

A total of 5,714 common shares were sold at prices ranging from $23.59 to $23.65, with a weighted-average price of $23.62.

Did the filing indicate the conversion of LTIP Units was a sale?

No. The filing states the LTIP-to-OP conversion was not a sale or monetization; the sale occurred after conversion and exchange into common shares.

What is the reporting persons role at JBG SMITH Properties?

The reporting person is identified as the Chief Strategy Officer of JBG SMITH Properties.

Does the Form 4 provide a per-trade breakdown of the sales?

The Form 4 reports a weighted-average price and a price range and states the reporting person will provide a full per-trade breakdown on request.