Robert F. Myers - Dec 31, 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: Dec 31, 2021
Transactions value $: -$29,604
Form type: 4
Date filed: 1/4/2022, 03:31 PM
Previous filing: Jul 19, 2021
Next filing: Apr 25, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PECO	Common Stock	Tax liability	-$29.6K	-896	-11.05%	$33.04	7.21K	Jan 1, 2022	Direct	F1
holding	PECO	Class B Common Stock						5.49K	Dec 31, 2021	Direct
holding	PECO	Class B Common Stock						545	Dec 31, 2021	By IRA

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	-6.63K	-6.97%	$0.00	88.5K	Dec 31, 2021	Common Stock	6.63K		Direct	F2, F3
transaction	PECO	Class B Units	Options Exercise	$0	-6.44K	-7.28%	$0.00	82K	Jan 1, 2022	Common Stock	6.44K		Direct	F2, F3
transaction	PECO	OP Units	Options Exercise	$0	+6.63K	+12.54%	$0.00	59.5K	Dec 31, 2021	Common Stock	6.63K		Direct	F2, F3, F4
transaction	PECO	OP Units	Options Exercise	$0	+6.44K	+10.82%	$0.00	66K	Jan 1, 2022	Common Stock	6.44K		Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	Shares surrendered to cover tax liability upon vesting of restricted stock units.
F2	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.
F3	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.
F4	On July 2, 2021, the Issuer effected a one-for-three reverse stock split of all of its issued and outstanding Common Stock, OP Units and Class B Units, which resulted in the Reporting Person's ownership of OP Units prior to this grant being reduced from 158,662.864 OP Units to 52,887.621 OP Units.