John P. Caulfield - Jul 15, 2021 Form 4 Insider Report for Phillips Edison & Company, Inc. (PECO)

Role: CFO, SVP & Treasurer
Signature: /s/ Jennifer Robison, Attorney-in-Fact
Stock symbol: PECO
Transactions as of: Jul 15, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/19/2021, 05:09 PM
Next filing: Jan 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PECO	Common Stock	Other	$0	-3.95K	-21.58%	$0.00	14.4K	Jul 2, 2021	Direct	F1, F2, F3
transaction	PECO	Class B Common Stock	Other	$0	+3.95K		$0.00	3.95K	Jul 2, 2021	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PECO	Class B Units	Award	$0	+33.9K	+674.09%	$0.00	38.9K	Jul 15, 2021	Common Stock	33.9K		Direct	F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 2, 2021, the Issuer effected a one-for-three reverse stock split (the "Reverse Stock Split") of all of its issued and outstanding shares of common stock ("Common Stock"), which resulted in the Reporting Person's ownership of issued and outstanding Common Stock being reduced from 11,855.542 shares of Common Stock to 3,951.847 shares of Common Stock.
F2	On July 2, 2021, immediately following the Reverse Stock Split, the Issuer effected a reclassification transaction exempt under Rule 16b-7 in which each issued and outstanding share of its Common Stock on July 2, 2021, was reclassified into a share of newly created Class B common stock; thus, all of the Reporting Person's shares of Common Stock held as of July 2, 2021, are now shares of Class B common stock. The Issuer's Class B common stock is identical to its Common Stock, except that (i) it is not currently listed on a national securities exchange and (ii) it will automatically convert to the Issuer's listed Common Stock on January 15, 2022.
F3	As a result of the Reverse Stock Split, the Reporting Person's ownership of unvested restricted stock units ("RSUs") representing underlying shares of Common Stock, which were issued to the Reporting Person under the Issuer's long term incentive plan, being reduced from 43,080 RSUs to 14,360 RSUs. Reporting Person's shares of Common Stock are subject to a 180-day lock-up beginning on July 15, 2021.
F4	Represents Class B Units of limited partnership interests ("Class B Units") in Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership which is the Issuer's operating partnership ("PECO OP"), issued under the Issuer's long term incentive plan. At issuance, the Class B Units were subject to vesting and did not have full parity with common units of limited partnership interest in PECO OP ("OP Units") with respect to liquidating distributions, but upon the occurrence of certain events described in PECO OP's partnership agreement, could over time achieve full parity with the OP Units for all purposes. Upon vesting and achieving full parity with OP Units, the Class B Units would convert into an equal number of OP Units.
F5	Each OP Unit acquired upon conversion of a Class B Unit may be presented for redemption at the election of the holder, for cash equal to the fair market value of a 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.
F6	On July 2, 2021, in connection with the Reverse Stock Split, PECO OP effected a one-for-three reverse split of all of its issued and outstanding OP Units and Class B Units, which resulted in the Reporting Person's ownership of Class B Units prior to this grant being reduced from 15,086 Class B Units to 5,028.667 Class B Units.