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 750

(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)
02/11/2015
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 02/11/2015 J(1) 1,000 D $1 0 D
Common Stock 02/11/2015 P(2) 20,000 A $15 20,000 D
Common Stock 02/11/2015 J(3) 26,655 A (3) 26,655 I By USGP II Investor, LP
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(4) (4) 02/11/2015 J(5) 2,613 05/11/2016 (4) Common Stock 2,613 (5) 2,613 I By USGP II Investor, LP
Partnership Units(4) (4) 02/11/2015 J(6) 1,135,406 05/11/2016 (4) Common Stock 1,135,406 (6) 1,135,406 I By Easterly Capital, LLC
Explanation of Responses:
1. Shares of common stock issued in the initial capitalization of Easterly Government Properties, Inc. were redeemed by the Issuer at the initial issuance price of $1.00 per share in a transaction exempt under Rule 16b-3(e).
2. Represents shares of common stock purchased in the Issuer's initial public offering.
3. Shares of common stock issued in the formation transactions and the concurrent private placement in connection with the Issuer's initial public offering to an entity partially owned by the reporting person. The reporting person disclaims any beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
4. Represents common units of limited partnership interest ("OP Units") in Easterly Government Properties LP (the "Operating Partnership"). Each OP Unit is redeemeable, beginning May 11, 2016, 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 OP Unit so presented for one share of common stock. These redemption rights have no expiration date.
5. OP Units issued in the formation transactions in connection with the Issuer's initial public offering to an entity partially owned by the reporting person. The reporting person disclaims any beneficial ownership of such OP Units, except to the extent of his pecuniary interest therein.
6. OP Units issued in the formation transactions in connection with the Issuer's initial public offering to entity wholly owned by the reporting person.
Remarks:
/s/ Darrell W. Crate 02/13/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.