SecProbe.io

Mail Stop 3233

        February 2 4, 2017
Via E -mail
Stephen W. Theriot, Treasurer
JBG SMITH Properties
2345 Crystal Drive
Suite 1100
Arlington, VA 22202

Re: JBG SMITH Properties
Form 10-12B
Filed January 24, 2017
File No. 001 -37994

Dear Mr. Theriot:

We have reviewed your filing and have the following comments. In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days b y amending your filing, by providing
the requested information, or by advising us when you will provide the requested response. If you do
not believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please t ell us why in your response.

After reviewing any amendment to your filing and the information you provide in response to
these comments, we may have additional comments.

General

1. We note that your presentation of JBG Smith Sha re of financial information and
operating metrics throughout the filing and that JBG Smith Share refers to your
ownership percentage of consolidated and unconsolidated assets. Please revise your
disclosure to address the following:
a. Provide clear disclosure  of your relationship to the consolidated and
unconsolidated investees and explain how the pro -rata information was derived;
b. Explicitly disclose that the company does not control the unconsolidated investees
and does not have legal claim to the unconsolida ted investees assets, liabilities,
revenue and expenses; and
c. Clearly explain any limitations of the proportional data, including discussion of
the economics of the unconsolidated investee and any differences that could exist

Stephen W. Theriot, Treasurer
JBG SMITH Properties
February 2 4, 2017
Page 2

 between your stated ownership p ercentage and your interest in the underlying
economics of the investee.
d. As it relates to your operating metrics, provide separate metrics for both
consolidated and unconsolidated investees .

2. We note that the separation /spin-off is not being registered under the Securities Act. We
also note that JBG SMITH was formed on October 27, 2016 and that on the business day
following the separation, a combination will occur in which JBG will contribute certain
of its assets to JBG SMITH including its management business. Please tell us how the
transaction meets each condition of Staff Legal Bulletin No. 4 and explain whether the
separation and combina tion should be viewed as a single transaction for purposes of SLB
No. 4.

3. Please revise to clearly disclose  whether the 26% of shares to be held by JBG investors
and management will be the shares issued in the private placement  as part of the
combination between JBG and JBG Smith .

Proven Platform for Value Creation … page 15

4. We note your disclosure regarding gross asset value. Please note that this type of
performance information should be disclo sed elsewhere in the document rather than in
the summary . Also  include an explanation on how gross asset value was determined and
any adverse business developments experienced by the JBG Parties.

Structure and Formation of JBG SMITH, page 23

5. We note that you have arranged a revolving credit facility upon completion of the
separation and distribution.  Please identify the entity with which you have arranged the
facility and d isclose the amount that will be available under the facility. Additionally,
please file this agreement in accordance with Item 601(b)(10) of Regulation S -K, or tell
us why you do not believe you are required to file it.

6. We note your organization al chart o n page 25.  Please revise to disclose the percentage of
ownership after the spin -off and business combination.

Development, Management, and Other Service Revenues Table, page 179

7. We note y our presentations of pro rata share of total development, management and other
service revenues and pro forma pro rata net tangible assets (liabilities), which appear to
be a non -GAAP presentations.   Please further explain to us what these measures represe nt
and how your disclosure provides all of the information required by Item 10(e) of
Regulation S -K.  Specifically, management should disclose the reasons they believe the
non-GAAP measure provides useful information to investors and the additional purpose s,
if any, for which management uses the non -GAAP measure.

Stephen W. Theriot, Treasurer
JBG SMITH Properties
February 2 4, 2017
Page 3

Outstanding Indebtedness Table, page 180

8. We note your presentation of consolidated and unconsolidated indebtedness at JBG
SMITH Share.   Please explain to us what these measures represent and how they
reconcile to the total consolidated indebtedness and unconsolidated indebtedness.

Industry Overview and Market Opportunity, page 193

9. We note your disclosure on page 193 that the information in this section was derived
from the market study prepared for you by JLL. Please provide us with a copy  of the
relevant portions of this study  which you relied upon for your disclosure. Please mark the
materials to specifically identify the portions that support your disclosure.  Please note that
the requested information should be filed as EDGAR correspondence or sent in paper form
accompanied by  a cover letter indicating that the material is being provided pursuant to
Exchange Act Rule 12b -4 and that such material should be returned to the registrant upon
completion of the staff review process.

Management , page 206

10. We note that in the Form 8-K filed by Vornado Realty Trust on February 13, 2017, it
states that Mr. Theriot will serve as your chief financial officer.  Please provide the
disclosure required by Item 401 of Regulation S -K.

11. For each named executive officer, key personnel member, or director, please ensure that
you provide the specific month and year each individual´s employment started and ended
with each entity referenced. If an individual assumed a different position during the ir
tenure with a particular entity, please provide this date as well.  For example only, please
provide this disclosure regarding Mr. Forman.  Please ensure that you disclose all entities
an individual worked at over the last five years. Please refer to Ite m 401of Regulation S -
K.

12. Please clarify whether the individuals currently employed by Vornado will continue to
hold those positions after the spin -off.

The Sep aration and the Combination, page 236

13. We note your disclosure on page 244 that the equity value of each of the Included
Properties  was agreed to by the parties. Please describe in greater detail how the equity
value was determined fo r the Included Properties or Included Assets.

Combined Statement of Revenues and Expenses from Real Estate Operations, Page F -45

14. We note from you disclosure on page 100 that the a cquisition of JBG Included Assets

Stephen W. Theriot, Treasurer
JBG SMITH Properties
February 2 4, 2017
Page 4

 (including JBG Operating Partners) will be accounted for as a single integrated
transaction.   Please tell us how you determined it was not necessary to include Rule 3 -05
financial statements for your acquisition of JBG Inc luded Assets (including JBG
Operating Partners).

Note 3 Summary Table (Unaudited), page F -50

15. Please revise the table to include financial information for your less than 100% owned
properties that will not be consolidated. Include a similar revision to t he table on page F -
68.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Isaac Esquivel  at (202)551 -3395 or Shan non Sobotka at (202)551 -3856
if you have questions regarding comments on the financial statements and re lated matters.
Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3233 with any other
questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: William G. Farrar, Esq. ( via e -mail)