Robert F. Myers - 04 May 2022 Form 4 Insider Report for Phillips Edison & Company, Inc. (PECO)

Role: Chief Operating Officer & EVP
Signature: /s/ Jennifer Robison, Attorney-in-Fact
Issuer symbol: PECO
Transactions as of: 04 May 2022
Net transactions value: $0
Form type: 4
Filing time: 06 May 2022, 16:18:26 UTC
Previous filing: 03 Mar 2022
Next filing: 05 Aug 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	OP Units	Award	$0	+13,262	+12%	$0.000000	120,469	04 May 2022	Common Stock	13,262		Direct	F1, F2
transaction	PECO	OP Units	Award	$0	+8,145	+6.8%	$0.000000	128,614	04 May 2022	Common Stock	8,145		Direct	F1, F3, F4
transaction	PECO	Class C Units	Award	$0	+8,145		$0.000000	8,145	04 May 2022	Common Stock	8,145		Direct	F1, F5, F6
transaction	PECO	Class C Units	Award	$0	+2,153		$0.000000	2,153	04 May 2022	Common Stock	2,153		Direct	F1, F5, F7
transaction	PECO	Class C Units	Award	$0	+1,813		$0.000000	1,813	04 May 2022	Common Stock	1,813		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.