John P. Caulfield - Mar 1, 2022 Form 4 Insider Report for Phillips Edison & Company, Inc. (PECO)

Role: CFO, EVP & Treasurer
Signature: /s/ Jennifer Robison, Attorney-in-Fact
Stock symbol: PECO
Transactions as of: Mar 1, 2022
Transactions value $: -$4,963
Form type: 4
Date filed: 3/3/2022, 03:17 PM
Previous filing: Apr 25, 2022
Next filing: May 6, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PECO	Class B Common Stock	Other	$0	-3.95K	-100%	$0.00^*	0	Jan 15, 2022	Direct	F1
transaction	PECO	Common Stock	Other	$0	+3.95K	+36%	$0.00	14.9K	Jan 15, 2022	Direct	F1
transaction	PECO	Common Stock	Award	$0	+1.11K	+7.41%	$0.00	16K	Mar 1, 2022	Direct	F2
transaction	PECO	Common Stock	Tax liability	-$4.96K	-155	-0.97%	$32.02	15.9K	Mar 1, 2022	Direct	F3

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	+4.54K		$0.00	4.54K	Mar 1, 2022	Common Stock	4.54K		Direct	F4, F5

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

Explanation of Responses:

Id	Content
F1	On January 15, 2022, the issued and outstanding shares of Class B Common Stock automatically converted back to shares of the Issuer's listed Common Stock, on a one-for-one basis, with cash paid in lieu of fractional shares, in a reclassification transaction exempt under Rule 16b-7.
F2	Represents shares of Common Stock earned based upon the Issuer's achievement of performance metrics under the 2019-2021 Performance-Based LTIP Units.
F3	Represents shares of Common Stock surrendered to cover tax liability upon vesting of earned 2019-2021 Performance-Based LTIP Units.
F4	Represents the grant 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"), under the Issuer's long term incentive plan. The Class B Units vest in four equal annual installments on the anniversary of the date of grant, subject to continued service. At issuance, the Class B Units do 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, including the Common Stock price performance, could over time achieve full parity with the OP Units for all purposes. Upon achieving full parity with OP Units, the Class B Units would convert into an equal number of OP Units, subject to any remaining time-based vesting conditions of the converted unvested Class B Units. The Class B Units have no expiration date.
F5	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-for-one basis, and have no expiration date. OP Units issued upon conversion of unvested Class B Units are still subject to the same vesting schedule as the originally granted unvested Class B Units.