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Sullivan & Cromwell LLP

125 Broad Street

NewYork, NY 10004-2498

Via EDGAR

Mr. Tom Kluck
 Legal Branch Chief
 Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, DC 20549

April 3, 2017

Re:          JBG SMITH Properties
 Registration Statement on Form 10
 Filed January 24, 2017
 File No. 001-37994

Dear Mr. Kluck:

On behalf of our client, JBG SMITH Properties, a real estate investment trust organized in the State of Maryland (the “Company” or “JBG SMITH”), which is currently a wholly owned subsidiary of Vornado Realty Trust (“Vornado”), set forth below are the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) that you provided in your letter, dated February 24, 2017, with respect to the filing referenced above.

This letter and Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form 10 (File No. 001-37994) (the “Registration Statement” or the “Form 10”) are being filed electronically via the EDGAR system.

For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s response. Unless otherwise specified, all references to page numbers and captions in the Company’s responses below correspond to the pages of the preliminary information statement filed as Exhibit 99.1 (the “Information Statement”) to the marked version of Amendment No. 1. Terms not otherwise defined in this letter have the meaning set forth in Amendment No. 1.

General

1.     We note your presentation of JBG SMITH Share 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 unconsolidated 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 between your stated ownership percentage 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.

Company’s Response:

In response to the Staff’s comment, JBG SMITH has revised the Information Statement to enhance disclosure surrounding the presentation of JBG SMITH Share financial information and operating metrics. For example, on page ii, the Company has included the following lead-in to “Presentation of Information”, as well as explanatory notes in the Information Statement where JBG SMITH presents non-GAAP financial measures at JBG SMITH Share.

We present certain financial information and metrics in this information statement “at JBG SMITH Share,” which refers to our ownership percentage of consolidated and unconsolidated assets in joint ventures (collectively, “partially owned entities”) as applied to these financial measures and metrics. Financial information “at JBG SMITH Share” is calculated on an entity-by-entity basis by applying our percentage economic interest to each applicable line item of that entity’s financial information. “At JBG SMITH Share” information, which we also refer to as being “at share,” “our pro rata share” or “our share,” is not, and is not intended to be, a presentation in accordance with Generally Accepted Accounting Principles (“GAAP”). Given that greater than 30% of our assets, as measured by total square feet, are held through joint ventures, we believe this form of presentation, which presents our economic interests in the partially owned entity, provides investors important information regarding a significant component of our portfolio, its composition, performance and capitalization.

We do not control the unconsolidated joint ventures and do not have a legal claim to our co-venturers’ share of assets, liabilities, revenue and expenses. The operating agreements of the unconsolidated joint ventures generally allow each co-venturer to receive cash distributions to the extent there is available cash from operations. The amount of cash each investor receives is based upon specific provisions of each operating agreement and varies depending on certain factors including the amount of capital contributed by each investor and whether any investors are entitled to preferential distributions.

2

As described in the Risk Factor section, beginning on page 60, with respect to any such third-party arrangement, we would not be in a position to exercise sole decision making authority regarding the property, joint venture or other entity, and may, under certain circumstances, be exposed to economic risks not present were a third party not involved.  See “Risk Factors—Risks Related to our Business and Operations—Partnership or joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on partners’ or co-venturers’ financial condition and disputes between us and our partners or co-venturers.” We and our respective co-venturers may each have the right to trigger a buy-sell or forced sale arrangement, which could cause us to sell our interest, or acquire our co-venturers’ interests, or to sell the underlying asset, either at unfavorable terms or at a time when we otherwise would not have initiated such a transaction. Our joint ventures may be subject to debt, and the refinancing of such debt may require equity capital calls. To the extent our co-venturers do not meet their obligations to us or our joint ventures or they take action inconsistent with the interests of the joint venture, we may be adversely affected. Because of these limitations, the non-GAAP “at JBG SMITH Share” financial information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP. For more information on our joint venture arrangements, see “Our Joint Venture Arrangements”, beginning on page 177.

In addition, in response to the Staff’s comment to provide separate operating metrics for consolidated and unconsolidated investees, we have revised the NOI table on page 169 as follows:

Summary NOI Table

For the three Months Ended December 31, 2016

(Amounts in thousands, except number of operating assets)

At JBG SMITH Share

Consolidated

Unconsolidated

Office

Multifamily

Other

Total

Number of   operating assets

51

22

53

16

4

73

Property rentals

$

121,566

$

14,500

$

108,610

$

25,358

$

2,096

$

136,066

Tenant expense   reimbursement

11,022

2,132

11,727

1,275

152

13,154

Other revenue

1,460

114

938

632

4

1,574

Total Revenue

$

134,048

$

16,746

$

121,275

$

27,265

$

2,254

$

150,794

Total Expenses

(50,813

)

(7,906

)

(47,631

)

(10,587

)

(561

)

(58,779

)

Property   Operating Income

$

83,235

$

8,780

$

73,644

$

16,678

$

1,693

$

92,015

Adjustments to   arrive at NOI

Straight-line   rent adjustment

$

(5,774

)

$

(1,963

)

$

(6,888

)

$

(466

)

$

(383

)

$

(7,737

)

Related party   adjustment(1)

3,277

425

3,367

311

24

3,702

Ground rent   expense

(1,164

)

(138

)

(752

)

(137

)

(413

)

(1,302

)

Total   adjustments to arrive at NOI

$

(3,661

)

$

(1,676

)

$

(4,273

)

$

(292

)

$

(772

)

$

(5,337

)

NOI

$

79,574

$

7,104

$

69,371

$

16,386

$

921

$

86,678

Annualized   NOI(2)

$

318,296

$

28,416

$

277,484

$

65,544

$

3,684

$

346,712

Additional   Information

Free rent (at   100 percent share)

$

11,986

$

5,898

$

16,240

$

1,687

$

(43

)

$

17,884

JBG SMITH share   of free rent(3)

11,951

1,998

12,777

1,164

8

13,949

Annualized JBG   SMITH share of free rent(2)(3)

47,804

7,992

51,108

4,656

32

55,796

Percent   occupied(4)

87.0

%

78.1

%

84.8

%

89.5

%

98.9

%

86.1

%

Annualized base   rent of signed leases, not commenced (at 100 percent share)(5)

$

7,259

$

5,254

$

11,928

$

438

$

147

$

12,513

JBG SMITH share   of annualized base rent of signed leases, not commenced(3)(5)

7,179

2,183

9,023

324

15

9,362

(1)           To eliminate management fees included in Property Operating Income.

(2)           Represents asset-level financial metrics multiplied by four.

(3)           Represents JBG SMITH’s pro rata share of asset level financial metrics based on JBG SMITH’s ownership percentage as of December 31, 2016.

(4)           Weighted by our share of rentable square feet.

(5)           Represents monthly base rent before free rent and straight line rent adjustments, plus estimated tenant reimbursements for the month in which the lease commences, multiplied by twelve. Triple net leases are converted to a gross basis by adding estimated tenant reimbursements to monthly base rent.

3

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 combination should be viewed as a single transaction for purposes of SLB No. 4.

Company’s Response:

The Separation Meets Each Condition of Staff Legal Bulletin No. 4; the Separation Does Not Constitute a “Sale” of Company Securities for Purposes of the Securities Act

Section 2(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”), defines the term “sale” or “sell” to include “every contract of sale or disposition of a security or interest in a security, for value.” Similarly, Securities Act Section 2(a)(3) defines the terms “offer to sell”, “offer for sale” and “offer” to include “every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value.” Broadly speaking, Section 5 of the Securities Act prohibits offers or sales of securities unless either (i) the securities are registered under the Securities Act or (ii) an exemption from registration is available. As a corollary to this proposition, transactions that do not constitute “sales” do not require registration or an exemption to comply with Section 5 of the Securities Act. This corollary is evidenced by Staff Legal Bulletin No. 4 (“SLB 4”), which states that “[a] subsidiary must register a spin-off of shares if the spin-off is a ‘sale’ of securities by the parent.”

The Commission has long taken the position that a dividend or distribution of securities, such as the separation, generally does not constitute an “offer” or “sale” within the meaning of Section 2(a)(3) of the Securities Act because such distribution does not constitute a disposition “for value” within the meaning of that section.(1) The Staff outlined its similar views of the application of Section 5 of the Securities Act to spin-off transactions in SLB 4. These positions are premised on the view that a dividend or distribution of securities is not a disposition “for value” within the meaning of that section, and, as such, is, therefore, outside the scope of the registration requirements of Section 5 of the Securities Act. The rationale for this position is that the recipient of securities in such a distribution neither gives value for, nor makes an independent investment decision about, such securities and, therefore, does not need the protection afforded by the Securities Act.

SLB 4 states the Staff’s position that a subsidiary does not need to register a spin-off under the Securities Act, if five conditions are satisfied. JBG SMITH has concluded that the separation, if effectuated as described in the Information Statement, will meet the requirements of SLB 4. An analysis of why the separation comports with these conditions and does not constitute a sale is set forth below:

1.  The Parent Shareholders Do Not Provide Consideration for the Spun-Off Shares

Vornado common shareholders will not provide consideration for the JBG SMITH common shares distributed to them, as disclosed on page 42 of the Information Statement in the response to the question “What do shareholders need to do to participate in the distribution?”:

“You do not need to pay any consideration, exchange or surrender your existing Vornado common shares or take any other action to receive your JBG SMITH common shares.”

(1)           See  Securities Act Release No. 33-929 (July 29, 1936). See also Compliance and Disclosure Interpretations, Securities Act Sections, Question 103.01 (Nov. 26, 2008).

4

Moreover, Vornado common shareholders will receive JBG SMITH common shares solely by virtue of their ownership of Vornado common shares on the record date and will not be required to take any action to receive JBG SMITH common shares.  In addition, consummation of the combination does not require any action whatsoever to be taken on the part of Vornado common shareholders.

One of the basic policy objectives of the Securities Act is to ensure that investors receive financial and other significant information concerning securities being offered for public sale.(2) The separation of JBG SMITH does not conflict with this policy objective because Vornado’s common shareholders will receive the JBG SMITH common shares as a distribution without paying any consideration to JBG SMITH or to Vornado. The only investment decision to be made by these shareholders, as a result of the separation, will be to choose, after the completion of the separation, whether they wish to continue to hold shares of Vornado and/or JBG SMITH. JBG SMITH believes that Vornado’s shareholders will have adequate information to make any such decision. Investment decisions of Vornado common shareholders who become JBG SMITH common shareholders by virtue of the separation will have the benefit of the information under the JBG SMITH Registration Statement. As such, no “offer” is being made to Vornado common shareholders, and no existing Vornado common shareholder will be required to make any investment decision in connection with the separation or combination that can be classified as a “sale” for purposes of the Securities Act. Accordingly, JBG SMITH believes that the common shareholders of Vornado are not providing consideration for the JBG SMITH shares in the separation.

2.  The Spin-Off is Pro-Rata to the Parent Shareholders

Vornado will distribute all the issued and outstanding common shares of JBG SMITH at the time of the separation to its common shareholders, subject to the treatment of fractional shares described below. This distribution will be made as a pro rata dividend in which Vornado common shareholders will receive only full JBG Smith common shares in the distribution. As is typical in spin-off transactions, all fractional shares that would otherwise have been distributed will be aggregated and sold by JBG SMITH’s transfer agent, and the transfer agent will distribute a pro rata portion of the net sales proceeds to each Vornado common shareholder who would otherwise have been entitled to receive a fractional JBG SMITH common share. Accordingly, immediately following the distribution, other than due to the treatment of fractional shares, each Vornado common shareholder will hold the same relative interest in Vornado and JBG SMITH.

(2)           See William Hicks, Protection of Individual Investors Under U.S. Securities Law: Th