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

Role
Chairman and CEO, Director
Signature
/s/ Jennifer Robison, Attorney-in-Fact
Stock symbol
PECO
Transactions as of
Jul 15, 2021
Transactions value $
$1,400,000
Form type
4
Date filed
7/19/2021, 05:11 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 -99.5K -79.06% $0.00 26.4K Jul 2, 2021 Direct F1, F2, F3
transaction PECO Class B Common Stock Other $0 +99.5K $0.00 99.5K Jul 2, 2021 Direct F1, F2
transaction PECO Common Stock Other $0 -12.1K -100% $0.00* 0 Jul 2, 2021 Held by Edison Properties LLC F2, F4
transaction PECO Class B Common Stock Other $0 +12.1K $0.00 12.1K Jul 2, 2021 Held by Edison Properties LLC F2, F4
transaction PECO Common Stock Other $0 -36.5K -100% $0.00* 0 Jul 2, 2021 Held by PELP F2, F5
transaction PECO Class B Common Stock Other $0 +36.5K $0.00 36.5K Jul 2, 2021 Held by PELP F2, F5, F6
transaction PECO Common Stock Purchase $1.4M +50K +189.74% $28.00 76.4K Jul 19, 2021 Direct F7

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 +99.2K +85.8% $0.00 215K Jul 15, 2021 Common Stock 99.2K Direct F8, F9, F10
* 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 298,530.567 shares of Common Stock to 99,510.188 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 79,054 RSUs to 26,351.334 RSUs. Reporting Person's shares of Common Stock are subject to a 180-day lock-up beginning July 15, 2021.
F4 As a result of the Reverse Stock Split, the Reporting Person's ownership of Common Stock was reduced from 36,266.667 shares of Common Stock to 12,088.889 shares of Common Stock.
F5 As a result of the Reverse Stock Split, the Reporting Person's ownership of Common Stock was reduced from 109,604.167 shares of Common Stock to 36,534.722 shares of Common Stock.
F6 Phillips Edison Limited Partnership ("PELP") is a Delaware limited partnership. Mr. Edison is the manager of the general partner of PELP.
F7 Represents the purchase of shares of Common Stock directly from the Issuer's underwriters through the Reserved Share Program offered to the Issuer's directors, officers, associates, and certain other related persons in connection with its current registered underwritten public offering. Reporting Person's shares of Common Stock are subject to a 180-day lock-up beginning July 15, 2021.
F8 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.
F9 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.
F10 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 346,705.220 Class B Units to 115,568.407 Class B Units.