SecProbe.io

Mail Stop 3233

        June 16, 2017
Via E -mail
Stephen W. Theriot, Treasurer
JBG SMITH Properties
2345 Crystal Drive
Suite 1100
Arlington, VA 22202

Re: JBG SMITH Properties
Amendment No. 3 to Form 10-12B
Filed June 12, 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 by 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 tell 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.

Management ’s Discussion & Analysis  of Financial Condition and Results of Operation s, page
114

Liquidity and Capital Resources, page 126

1. We note your revised disclosure  on page 127  in regards to the unsecured credit facility in
the amount of $1 .4 billion that you expect to execute upon the completion of the
transaction.  Please disclose the names of the parties to this credit facility o r advise us why
such disclosure is not necessary.

Stephen W. Theriot, Treasurer
JBG SMITH Properties
June 16, 2017
Page 2

 Summary NOI Table, page 181

2. We note your revised disclosure in response to our comment issued on June 8,
2017.  Please tell us how your assumption to multiply quarterly NOI by 4 is reasonable
and suitably supported in accordance with paragraph 6.36 of the AICPA’s Guide for
Prosp ective Financial Information. Additionally, clarify how you have considered the
guidance in paragraphs 6.34 through 6.41 of the AICPA’s Guide for Prospective
Financial Information in preparing your disclosures.

We remind you that the com pany 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 Shannon 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)