Robert F. Myers - May 4, 2022 Form 4 Insider Report for Phillips Edison & Company, Inc. (PECO)

Role
Chief Operating Officer & EVP
Signature
/s/ Jennifer Robison, Attorney-in-Fact
Stock symbol
PECO
Transactions as of
May 4, 2022
Transactions value $
$0
Form type
4
Date filed
5/6/2022, 04:18 PM
Previous filing
Mar 3, 2022
Next filing
Aug 5, 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 OP Units Award $0 +13.3K +12.37% $0.00 120K May 4, 2022 Common Stock 13.3K Direct F1, F2
transaction PECO OP Units Award $0 +8.15K +6.76% $0.00 129K May 4, 2022 Common Stock 8.15K Direct F1, F3, F4
transaction PECO Class C Units Award $0 +8.15K $0.00 8.15K May 4, 2022 Common Stock 8.15K Direct F1, F5, F6
transaction PECO Class C Units Award $0 +2.15K $0.00 2.15K May 4, 2022 Common Stock 2.15K Direct F1, F5, F7
transaction PECO Class C Units Award $0 +1.81K $0.00 1.81K May 4, 2022 Common Stock 1.81K Direct F1, F5, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Represents OP Units earned based upon the Issuer's achievement of the NAV Modifier performance metrics under the 2018-2020 Performance-Based LTIP Units.
F3 Represents OP Units earned based upon the Issuer's achievement of the NAV Modifier performance metrics under the 2019-2021 Performance-Based LTIP Units.
F4 This Form 4 reflects the corrected number of OP Units held. The Form 4 filed on March 1, 2022, reported earning 16,290 OP Units upon satisfaction of the performance metrics under the 2019-2021 Performance-Based LTIP Units, when in fact only 8,145 OP Units were earned and the remaining 8,145 LTIP units earned were in the form of earned but unvested Class C Units that vest on December 31, 2022, subject to continued service with the Company. In addition, the March 1, 2022 Form 4 erroneously identified the 1,384.259 units issued in lieu of cash dividend as Class B Units, when they were earned Class C Units, 50% of which were vested and 50% of which vest on December 31, 2022, subject to continued service with the Company.
F5 Represents Class C Units of limited partnership interests ("Class C Units") in PECO OP. At issuance, the Class C Units do 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 any applicable vesting conditions, the Class C Units convert to OP Units on a one-for-one basis. The Class C Units have no expiration date.
F6 Represents unvested Class C Units earned based upon the Issuer's achievement of the NAV Modifier performance metrics under the 2019-2021 Performance-Based LTIP Units which will vest in full on December 31, 2022, subject to continued service with the Company.
F7 Represents vested and earned Class C Units issued in lieu of cash dividends accrued on the NAV Modifier performance units under the 2018-2020 Performance-Based LTIP.
F8 Represents 906.408 vested, and 906.407 unvested, earned Class C Units issued in lieu of cash dividends accrued on the NAV Modifier performance units under the 2019-2021 Performance-Based LTIP. The unvested Class C units will vest in full on December 31, 2022, subject to continued service with the Company.