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

Signature
/s/ Jennifer Robison, Attorney-in-Fact
Issuer symbol
PECO
Transactions as of
31 Dec 2021
Net transactions value
$0
Form type
4
Filing time
04 Jan 2022, 15:29:08 UTC
Previous filing
19 Jul 2021
Next filing
25 Apr 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 -14,778 -6.9% $0.000000 199,943 31 Dec 2021 Common Stock 14,778 Direct F1, F2
transaction PECO Class B Units Options Exercise $0 -22,953 -11% $0.000000 176,990 01 Jan 2022 Common Stock 22,953 Direct F1, F2
transaction PECO OP Units Gift $0 -400,000 -12% $0.000000 2,847,141 15 Oct 2021 Common Stock 400,000 Direct F2, F3
transaction PECO OP Units Gift $0 +400,000 +2345% $0.000000 417,056 15 Oct 2021 Common Stock 400,000 By Spouse's Trust F2, F4, F5, F6
transaction PECO OP Units Gift $0 -182,500 -6.4% $0.000000 2,664,641 20 Oct 2021 Common Stock 182,500 Direct F2
transaction PECO OP Units Gift $0 +182,500 +9% $0.000000 2,220,107 20 Oct 2021 Common Stock 182,500 By Jeffrey Edison Family Trust F2, F4, F5, F6
transaction PECO OP Units Gift $0 -207,500 -50% $0.000000 209,556 29 Oct 2021 Common Stock 207,500 By Spouse's Trust F2, F6
transaction PECO OP Units Gift $0 +207,500 +78% $0.000000 473,885 29 Oct 2021 Common Stock 207,500 By Spouse's Family Trust F2, F4, F5, F6
transaction PECO OP Units Options Exercise $0 +14,778 +0.55% $0.000000 2,679,419 31 Dec 2021 Common Stock 14,778 Direct F1, F2
transaction PECO OP Units Options Exercise $0 +22,953 +0.86% $0.000000 2,702,372 01 Jan 2022 Common Stock 22,953 Direct F1, F2
holding PECO OP Units 391,936 31 Dec 2021 Common Stock 391,936 By Edison Family Trust F2, F4, F5, F6
holding PECO OP Units 251,692 31 Dec 2021 Common Stock 251,692 By Old 97, Inc F2, F4, F5, F6
holding PECO OP Units 300,534 31 Dec 2021 Common Stock 300,534 By Edison Ventures Trust F2, F4, F5, F6
holding PECO OP Units 1,030,857 31 Dec 2021 Common Stock 1,030,857 By Edison Properties LLC F2, F5, F6
holding PECO OP Units 55,063 31 Dec 2021 Common Stock 55,063 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.