CALDWELL PHYLLIS R 4
4 · JBG SMITH Properties · Filed May 1, 2026
Research Summary
AI-generated summary of this filing
JBG SMITH (JBGS) Director Phyllis Caldwell Receives Award of 15,435 Units
What Happened
Phyllis R. Caldwell, a director (trustee) of JBG SMITH Properties (JBGS), was granted 15,435 LTIP Units of the company’s operating partnership on 2026-04-30. These are derivative compensation awards (no cash paid) and have no per-unit price listed. The LTIP Units are fully vested at grant but are subject to transfer restrictions while Caldwell serves as a trustee.
Key Details
- Transaction date: 2026-04-30; Form 4 filed 2026-05-01 (timely filing). Accession: 0001104659-26-054233.
- Award: 15,435 LTIP Units (reported as an acquisition/award; code A). Price: N/A.
- Derivative mechanics: LTIP Units are convertible, at the holder’s option and subject to certain tax-allocation conditions, into an equal number of Operating Partnership Units (OP Units). Resulting OP Units are redeemable for one common share each (or the cash value) after the two-year anniversary of the LTIP issuance, at the issuer’s option.
- Vesting/transfer: LTIP Units are fully vested on grant but may not be sold while the reporting person serves as a trustee, except in limited circumstances.
- Corresponding Class B shares were issued alongside the LTIP Units; those Class B shares have no economic rights and are not exchange-listed.
- Shares owned after the transaction: not specified in the information provided.
Context
This was a compensation award (not an open-market purchase or sale). Awards like LTIP Units are common for executive/director compensation and do not by themselves indicate immediate buying or selling pressure. Because these are convertible/derivative units with transfer restrictions and a two-year conversion/redemption horizon, they represent delayed economic interest rather than immediately tradable stock.
Insider Transaction Report
- Award
LTIP Units
[F1][F2][F3]2026-04-30+15,435→ 71,861 total→ Common Shares (15,435 underlying)
Footnotes (3)
- [F1]The reporting person received a grant of limited partnership units of JBG SMITH Properties LP, JBG SMITH Properties' (the "Issuer's") operating partnership (the "OP"), designated as LTIP Units ("LTIP Units") pursuant to the JBG SMITH Properties 2017 Omnibus Share Plan, as amended. These LTIP Units are a class of units in the OP that 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 Operating Partnership Units ("OP Units") in the OP. The resulting OP Units are redeemable by the holder for one common share of the Issuer, par value $0.01 (a "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. The LTIP Units will be fully vested on the date of grant but may not be sold while the reporting person serves as a trustee, except in certain circumstances.
- [F2]Upon this grant of LTIP Units, the reporting person received corresponding Class B shares of the Issuer, which have no economic rights and are not listed on a stock exchange.
- [F3]For each of the LTIP Units beneficially owned by the reporting person, the reporting person holds a corresponding Class B share, which has no economic rights and is not listed on a stock exchange.