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

Signature
/s/ Jennifer Robison, Attorney-in-Fact
Stock symbol
PECO
Transactions as of
Mar 1, 2022
Transactions value $
$0
Form type
4
Date filed
3/3/2022, 03:21 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 -99.5K -100% $0.00* 0 Jan 15, 2022 Direct F1
transaction PECO Common Stock Other $0 +99.5K +130.33% $0.00 176K Jan 15, 2022 Direct F1
transaction PECO Class B Common Stock Other $0 -77.4K -100% $0.00* 0 Jan 15, 2022 By PELP F1
transaction PECO Common Stock Other $0 +77.4K $0.00 77.4K Jan 15, 2022 By PELP F1, F2, F3
transaction PECO Class B Common Stock Other $0 -12.1K -100% $0.00* 0 Jan 15, 2022 By Edison Properties LLC F1
transaction PECO Common Stock Other $0 +12.1K $0.00 12.1K Jan 15, 2022 By Edison Properties LLC F1, F2
transaction PECO Class B Common Stock Other $0 -33.3K -100% $0.00* 0 Jan 15, 2022 By Father's Trust F1, F4
transaction PECO Common Stock Other $0 +33.3K $0.00 33.3K Jan 15, 2022 By Father's Trust F1, F2, F4
transaction PECO Class B Common Stock Other $0 -33.3K -100% $0.00* 0 Jan 15, 2022 By Mother's Trust F1, F4
transaction PECO Common Stock Other $0 +33.3K $0.00 33.3K Jan 15, 2022 By Mother's Trust F1, F2, F4

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 OP Units Award $0 +52.9K +1.65% $0.00 3.26M Mar 1, 2022 Common Stock 52.9K Direct F5, F6, F7
transaction PECO Class B Units Award $0 +36.5K $0.00 36.5K Mar 1, 2022 Common Stock 36.5K Direct F5, F8, F9
transaction PECO Class B Units Award $0 +4.5K $0.00 4.5K Mar 1, 2022 Common Stock 4.5K Direct F5, F8, F10
holding PECO OP Units 2.42M Mar 1, 2022 Common Stock 2.42M By Jeffrey Edison Family Trust F2, F5
holding PECO OP Units 1.13M Mar 1, 2022 Common Stock 1.13M By Edison Properties LLC F2, F5
holding PECO OP Units 501K Mar 1, 2022 Common Stock 501K By Spouse's Family Trust F2, F5
holding PECO OP Units 431K Mar 1, 2022 Common Stock 431K By Edison Family Trust F2, F5
holding PECO OP Units 331K Mar 1, 2022 Common Stock 331K By Edison Ventures Trust F2, F5
holding PECO OP Units 277K Mar 1, 2022 Common Stock 277K By Old 97, Inc F2, F5
holding PECO OP Units 211K Mar 1, 2022 Common Stock 211K By Spouse's Trust F2, F5
holding PECO OP Units 60.6K Mar 1, 2022 Common Stock 60.6K By Father's Trust F2, 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 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.
F3 Phillips Edison Limited Partnership ("PELP") is a Delaware limited partnership. Mr. Edison is the manager of the general partner of PELP.
F4 Mr. Edison acquired an indirect beneficial ownership in these securities upon his appointment as a trustee to this trust on September 30, 2021.
F5 Limited partnership interests ("OP Units") in Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership ("PECO OP") 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.
F6 Represents OP Units earned based upon the Issuer's achievement of performance metrics under the 2019-2021 Performance-Based LTIP Units. Represents 26,471 vested units and 26,471 unvested units, which will vest in full on December 31, 2022.
F7 Total vested and and unvested OP Units held are reflected in Column 9: Of the 3,264,887.667 OP Units held by the Reporting Person, 3,098,481.667 are vested and 166,406 are unvested.
F8 At issuance, the Class B Units of limited partnership interests of PECO OP ("Class B Units") do not have full parity with the 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.
F9 Represents the grant of Class B Units in 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.
F10 Represents vested Class B Units issued in lieu of cash dividends accrued on the earned 2019-2021 Performance-Based LTIP Units.