John P. Caulfield - Jan 11, 2022 Form 4/A - Amendment 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
Jan 11, 2022
Transactions value $
$0
Form type
4/A - Amendment
Date filed
4/25/2022, 04:29 PM
Date Of Original Report
Jan 13, 2022
Previous filing
Jan 4, 2022
Next filing
Mar 3, 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 -1.26K -25% $0.00 3.77K Jan 11, 2022 Common Stock 1.26K Direct F1, F2, F3
transaction PECO OP Units Options Exercise $0 +1.26K $0.00 1.26K Jan 11, 2022 Common Stock 1.26K 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 vest in increments of 1,257 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 33,898 wholly unvested Class B Units (disposition) converting to 33,898 OP Units (acquisition) were removed, the other impacted transactions were corrected, and the direct holdings were updated.