Robert F. Myers - Jul 15, 2021 Form 4 Insider Report for Phillips Edison & Company, Inc. (PECO)

Role
Chief Operating Officer & SVP
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, 05:10 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 -5.49K -40.35% $0.00 8.11K Jul 2, 2021 Direct F1, F2, F3
transaction PECO Class B Common Stock Other $0 +5.49K $0.00 5.49K Jul 2, 2021 Direct F1, F2, F4
transaction PECO Common Stock Other $0 -545 -100% $0.00* 0 Jul 2, 2021 Held by IRA F2, F5
transaction PECO Class B Common Stock Other $0 +545 $0.00 545 Jul 2, 2021 Held by IRA F2, F5

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 +53.4K +128% $0.00 95.1K Jul 15, 2021 Common Stock 53.4K Direct F6, F7, F8
* 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 16,456.761 shares of Common Stock to 5,485.587 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 24,324 RSUs to 8,108 RSUs. Reporting Person's shares of Common Stock are subject to a 180-day lock-up beginning July 15, 2021.
F4 Excludes and corrects the previous reporting of shares of Common Stock and common units of limited partnership interest ("OP Units") in Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership which is the Issuer's operating partnership ("PECO OP"), indirectly held by Phillips Edison Limited Partnership ("PELP"). The Reporting Person is a limited partner in PELP.
F5 As a result of the Reverse Stock Split, the Reporting Person's ownership of Common Stock was reduced from 1,634.853 shares of Common Stock to 544.951 shares of Common Stock.
F6 Represents Class B Units of limited partnership interests ("Class B Units") in 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 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.
F7 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.
F8 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 125,135.280 Class B Units to 41,711.760 Class B Units.