10-12B 1 a2230441z10-12b.htm 10-12B
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As filed with the Securities and Exchange Commission on January 23, 2017

File No. 001-

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

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

JBG SMITH PROPERTIES
(Exact name of Registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation or organization) |  | 81-4307010 (I.R.S. employer Identification number)
2345 Crystal Drive, Suite 1100 Arlington, Virginia (Address of principal executive offices) |  | 22202 (Zip Code)

(703) 769-8200
(Registrant's telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered |  | Name of each exchange on which each class is to be registered
--- | --- | ---
Common Shares, par value $0.01 per share |  | New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

o Large Accelerated Filer |  | o Accelerated Filer |  | ý Non-Accelerated Filer (Do not check if smaller reporting company) |  | o Smaller Reporting Company

JBG SMITH Properties

INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10

Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1 (the "information statement"). None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.

Item 1. Business.

The information required by this item is contained under the sections of the information statement entitled "Information Statement Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business and Properties," "Industry Overview and Market Opportunity," "Certain Relationships and Related Person Transactions," "The Separation and the Combination" and "Where You Can Find More Information." Those sections are incorporated herein by reference.

Item 1A. Risk Factors.

The information required by this item is contained under the section of the information statement entitled "Risk Factors." That section is incorporated herein by reference.

Item 2. Financial Information.

The information required by this item is contained under the sections of the information statement entitled "Summary Historical Combined Financial Data," "Summary Unaudited Pro Forma Combined Financial Data," "Selected Historical Combined Financial Data," "Unaudited Pro Forma Combined Financial Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Index to Financial Statements" and the statements referenced therein. Those sections are incorporated herein by reference.

Item 3. Properties.

The information required by this item is contained under the section of the information statement entitled "Business and Properties—Our Assets." That section is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the section of the information statement entitled "Security Ownership of Certain Beneficial Owners and Management." That section is incorporated herein by reference.

Item 5. Directors and Executive Officers.

The information required by this item is contained under the section of the information statement entitled "Management." That section is incorporated herein by reference.

Item 6. Executive Compensation.

The information required by this item is contained under the section of the information statement entitled "Compensation Discussion and Analysis." That section is incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions.

The information required by this item is contained under the sections of the information statement entitled "Management" and "Certain Relationships and Related Person Transactions." Those sections are incorporated herein by reference.

Item 8. Legal Proceedings.

The information required by this item is contained under the section of the information statement entitled "Business—Legal Proceedings." That section is incorporated herein by reference.

Item 9. Market Price of, and Dividends on, the Registrant's Common Equity and Related Shareholder Matters.

The information required by this item is contained under the sections of the information statement entitled "Dividend Policy," "Capitalization," "The Separation and the Combination," and "Description of Shares of Beneficial Interest." Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities.

The information required by this item is contained under the section of the information statement entitled "Description of Shares of Beneficial Interest—Sale of Unregistered Securities." That section is incorporated herein by reference.

Item 11. Description of Registrant's Securities to be Registered.

The information required by this item is contained under the sections of the information statement entitled "Dividend Policy," "The Separation and the Combination," "Description of Shares of Beneficial Interest," and "Certain Provisions of Maryland Law and of Our Declaration of Trust and Bylaws." Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers.

The information required by this item is contained under the section of the information statement entitled "Certain Provisions of Maryland Law and of Our Declaration of Trust and Bylaws—Limitation of Liability and Indemnification of Trustees and Officers." That section is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data.

The information required by this item is contained under the section of the information statement entitled "Index to Financial Statements" and the financial statements referenced therein. That section is incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements

The information required by this item is contained under the section of the information statement entitled "Index to Financial Statements" and the financial statements referenced therein. That section is incorporated herein by reference.

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(b) Exhibits

See below.

The following documents are filed as exhibits hereto:

Exhibit No. |  | Exhibit Description
--- | --- | ---
| 2.1 | * | Master Transaction Agreement, dated as of October 31, 2016, by and among Vornado Realty Trust, Vornado Realty L.P., JBG Properties, Inc., JBG/Operating Partners, L.P., certain affiliates of JBG Properties Inc. and JBG/Operating Partners set forth on Schedule A thereto, JBG SMITH Properties and JBG SMITH Properties LP
| 2.2 | * | Form of JBG LLC Merger Agreement
| 2.3 | * | Form of JBG Fund Contribution Agreement
| 2.4 | * | Form of JBG Partnership Merger Agreement
| 2.5 | * | Form of JBG Properties Contribution Agreement
| 2.6 | * | Form of JBG Managing Member Contribution Agreement
| 2.7 | * | Form of Separation and Distribution Agreement by and among Vornado Realty Trust, Vornado Realty L.P., JBG SMITH Properties and JBG SMITH Properties LP
| 3.1 | * | Form of Declaration of Trust of JBG SMITH Properties, as amended and restated
| 3.2 | * | Form of Amended and Restated Bylaws of JBG SMITH Properties
| 10.1 | * | Form of Limited Partnership Agreement of JBG SMITH Properties LP, as amended and restated
| 10.2 | * | Form of Transition Services Agreement by and between Vornado Realty Trust and JBG SMITH Properties
| 10.3 | ** | Form of Tax Matters Agreement by and between Vornado Realty Trust and JBG SMITH Properties
| 10.4 | ** | Form of Employee Matters Agreement by and among Vornado Realty Trust, Vornado Realty L.P., JBG SMITH Properties and JBG SMITH Properties LP
| 10.5 | ** | Employment Agreement, dated as of October 31, 2016, by and between JBG SMITH Properties and W. Matthew Kelly
| 10.6 | ** | Employment Agreement, dated as of October 31, 2016, by and between JBG SMITH Properties and James L. Iker
| 10.7 | ** | Employment Agreement, dated as of October 31, 2016, by and between JBG SMITH Properties and David P. Paul
| 10.8 | ** | Employment Agreement, dated as of October 31, 2016, by and between JBG SMITH Properties and Brian P. Coulter
| 10.9 | ** | Employment Agreement, dated as of October 31, 2016, by and between JBG SMITH Properties and Kevin P. Reynolds
| 10.10 | ** | Employment Agreement, dated as of October 31, 2016, by and between JBG SMITH Properties and Robert A. Stewart
| 10.11 | ** | Form of JBG SMITH Properties 2017 Omnibus Share Plan
| 10.12 | ** | Form of JBG SMITH Properties Unit Issuance Agreement

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Exhibit No. |  | Exhibit Description
--- | --- | ---
| 10.13 | * | Form of Indemnification Agreement between JBG SMITH Properties and each of its trustees and executive officers
| 10.14 | ** | Forms of Registration Rights Agreement by and among JBG SMITH Properties and the holders listed on Schedule I thereto
| 10.15 | ** | Formation Unit Grant Letter, dated as of October 31, 2016, by and between JBG SMITH Properties and Steven Roth
| 21.1 | * | Subsidiaries of JBG SMITH Properties
| 99.1 | ** | Information Statement of JBG SMITH Properties, preliminary and subject to completion, dated January 23, 2017

*
  To be filed by amendment.
**
  Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

|  | JBG SMITH PROPERTIES
|  | By: |  | /s/ STEPHEN W. THERIOT
|  |  |  | Name: |  | Stephen W. Theriot
|  |  |  | Title: |  | Treasurer

Date: January 23, 2017

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Item 1. Business.
Item 1A. Risk Factors.
Item 2. Financial Information.
Item 3. Properties.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
Item 5. Directors and Executive Officers.
Item 6. Executive Compensation.
Item 7. Certain Relationships and Related Transactions.
Item 8. Legal Proceedings.
Item 9. Market Price of, and Dividends on, the Registrant's Common Equity and Related Shareholder Matters.
Item 10. Recent Sales of Unregistered Securities.
Item 11. Description of Registrant's Securities to be Registered.
Item 12. Indemnification of Directors and Officers.
Item 13. Financial Statements and Supplementary Data.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 15. Financial Statements and Exhibits.

SIGNATURES