Jeffrey Edison - 11 Jan 2022 Form 4/A - Amendment Insider Report for Phillips Edison & Company, Inc. (PECO)

Role
Chairman and CEO, Director
Signature
/s/ Jennifer Robison, Attorney-in-Fact
Issuer symbol
PECO
Transactions as of
11 Jan 2022
Net transactions value
$0
Form type
4/A - Amendment
Filing time
25 Apr 2022, 16:27:33 UTC
Date Of Original Report
13 Jan 2022
Previous filing
04 Jan 2022
Next filing
03 Mar 2022
SEC
View on sec.gov

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 -22,062 -75% $0.000000 7,354 11 Jan 2022 Common Stock 22,062 Direct F1, F2, F3
transaction PECO Class B Units Options Exercise $0 -11,143 -25% $0.000000 33,428 11 Jan 2022 Common Stock 11,143 Direct F1, F2, F4
transaction PECO OP Units Options Exercise $0 +22,062 +0.73% $0.000000 3,060,868 11 Jan 2022 Common Stock 22,062 Direct F1, F2
transaction PECO OP Units Options Exercise $0 +11,143 +0.36% $0.000000 3,072,011 11 Jan 2022 Common Stock 11,143 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents conversion 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, into limited partnership interest in PECO OP ("OP Units"). At issuance, the Class B Units were subject to vesting, and did not have full parity with the OP Units, but upon achieving parity with the OP Units under the PECO OP's partnership agreement, based upon capital account balance per unit, and upon satisfaction of applicable vesting conditions, the Class B Units convert to OP Units on a one-for-one basis. On January 11, 2022 the Class B Units achieved full parity with the OP Units, and the vested Class B Units converted to 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 Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units will vest in full on January 1, 2023.
F4 Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units will vest in increments of 11,143 units on January 1, 2023, January 1, 2024 and January 1, 2025.

Remarks:

This Form 4 Amendment corrects the originally reported transactions to reflect that only vested Class B Units converted to OP Units. Accordingly, the two transaction lines involving 99,153 wholly unvested Class B Units (disposition) converting to 99,153 OP Units (acquisition) were removed, the other four impacted conversion transactions were corrected, and the direct holdings were updated. All other reported transactions and all indirect holdings on the original Form 4 filing are correct and are not repeated in this amendment.