Jeffrey Edison - Dec 31, 2021 Form 4 Insider Report for Phillips Edison & Company, Inc. (PECO)

Signature
/s/ Jennifer Robison, Attorney-in-Fact
Stock symbol
PECO
Transactions as of
Dec 31, 2021
Transactions value $
$0
Form type
4
Date filed
1/4/2022, 03:29 PM
Previous filing
Jul 19, 2021
Next filing
Apr 25, 2022

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 Options Exercise $0 -14.8K -6.88% $0.00 200K Dec 31, 2021 Common Stock 14.8K Direct F1, F2
transaction PECO Class B Units Options Exercise $0 -23K -11.48% $0.00 177K Jan 1, 2022 Common Stock 23K Direct F1, F2
transaction PECO OP Units Gift $0 -400K -12.32% $0.00 2.85M Oct 15, 2021 Common Stock 400K Direct F2, F3
transaction PECO OP Units Gift $0 +400K +2345.26% $0.00 417K Oct 15, 2021 Common Stock 400K By Spouse's Trust F2, F4, F5, F6
transaction PECO OP Units Gift $0 -183K -6.41% $0.00 2.66M Oct 20, 2021 Common Stock 183K Direct F2
transaction PECO OP Units Gift $0 +183K +8.96% $0.00 2.22M Oct 20, 2021 Common Stock 183K By Jeffrey Edison Family Trust F2, F4, F5, F6
transaction PECO OP Units Gift $0 -208K -49.75% $0.00 210K Oct 29, 2021 Common Stock 208K By Spouse's Trust F2, F6
transaction PECO OP Units Gift $0 +208K +77.89% $0.00 474K Oct 29, 2021 Common Stock 208K By Spouse's Family Trust F2, F4, F5, F6
transaction PECO OP Units Options Exercise $0 +14.8K +0.55% $0.00 2.68M Dec 31, 2021 Common Stock 14.8K Direct F1, F2
transaction PECO OP Units Options Exercise $0 +23K +0.86% $0.00 2.7M Jan 1, 2022 Common Stock 23K Direct F1, F2
holding PECO OP Units 392K Dec 31, 2021 Common Stock 392K By Edison Family Trust F2, F4, F5, F6
holding PECO OP Units 252K Dec 31, 2021 Common Stock 252K By Old 97, Inc F2, F4, F5, F6
holding PECO OP Units 301K Dec 31, 2021 Common Stock 301K By Edison Ventures Trust F2, F4, F5, F6
holding PECO OP Units 1.03M Dec 31, 2021 Common Stock 1.03M By Edison Properties LLC F2, F5, F6
holding PECO OP Units 55.1K Dec 31, 2021 Common Stock 55.1K By Father's Trust F2, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents vesting of Class B Units of limited partnership interests ("Class B Units") in Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership ("PECO OP"), previously issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. 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, having previously achieved full parity with OP Units, the Class B Units were converted into an equal number of OP Units.
F2 OP Units are exchangeable, at the election of the holder, for cash equal to the fair market value of one share of the Issuer's common stock or, at the option of PECO OP, shares of the Issuer's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.
F3 On July 2, 2021, the Issuer effected a one-for-three reverse split (the "Reverse Split") of all of its issued and outstanding Common Stock, OP Units and Class B Units, which resulted in the Reporting Person's direct ownership of OP Units prior to this gift being reduced from 9,741,422.068 OP Units to 3,247,140.689 OP Units.
F4 Reflects a decrease in OP Units resulting from the Reverse Split.
F5 OP Units previously reported as directly held by Mr. Edison.
F6 Reflects total shares held by the entity, and as to which Mr. Edison has shared voting and dispositive power. Mr. Edison disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
F7 Mr. Edison acquired an indirect beneficial ownership in these securities upon his appointment as a trustee to this trust on September 30, 2021.