SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CRATE DARRELL W

(Last) (First) (Middle)
C/O EASTERLY GOVERNMENT PROPERTIES, INC.
2101 L STREET NW, SUITE 650

(Street)
WASHINGTON DC 20037

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Easterly Government Properties, Inc. [ DEA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 80,560 D
Common Stock 10,893(1) I Easterly Holdings II LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Partnership Units(2) (2) 08/09/2016 J(3) 101,051 (2) (2) Common Stock 101,051 $0.00 1,236,457 I By Easterly Capital, LLC
Partnership Units(2) (2) 08/09/2016 J(3) 101,051 (2) (2) Common Stock 101,051 $0.00 1,135,406 I By Easterly Capital, LLC
Partnership Units(2) (2) (2) (2) Common Stock 18,210 18,210(1)(2) I Easterly Holdings II LLC
Explanation of Responses:
1. Reflects the number of shares of common stock of the Issuer and common units of limited partnership interest ("Partnership Units") in Easterly Government Properties LP (the "Operating Partnership") held indirectly by the Reporting Person as of the date hereof. On December 23, 2015, the aggregate number of shares of common stock of the Issuer and Partnership Units reported as held indirectly by the Reporting Person through USGP II Investor, LP were transferred to Easterly Holdings II LLC, representing a change in form of beneficial ownership in a transaction exempt from Section 16 pursuant to Rule 16a-13. In connection with this transfer, the Reporting Person, through Easterly Holdings II LLC, received an aggregate amount of shares of common stock of the Issuer and Partnership Units substantially equal to the aggregate amount previously reported, though in different proportions of shares of common stock and Partnership Units.
2. Represents Partnership Units of the Operating Partnership. Each Partnership Unit is redeemable for cash equal to the then fair market value of one share of the Issuer's common stock, except that the Issuer may, at its election, acquire each Partnership Unit so presented for one share of common stock. These redemption rights have no expiration date.
3. On August 9, 2016, 101,051 Partnership Units were transferred to Easterly Capital, LLC ("Easterly Capital"), which is owned by the Reporting Person, without payment of any purchase price, and the same 101,051 Partnership Units were immediately distributed by Easterly Capital to a former employee of Easterly Capital, as part of a compensatory arrangement for the benefit of and without payment thereof by the former employee.
Remarks:
/s/ Alison M. Bernard, Attorney-in-fact for Darrell W. Crate 08/10/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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