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

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, 16:19:34 UTC
Previous filing
03 Mar 2022
Next filing
05 Aug 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 +29,556 +0.95% $0.000000 3,128,038 04 May 2022 Common Stock 29,556 Direct F1, F2
transaction PECO OP Units Award $0 +26,471 +0.85% $0.000000 3,154,509 04 May 2022 Common Stock 26,471 Direct F1, F3, F4
transaction PECO Class C Units Award $0 +26,471 $0.000000 26,471 04 May 2022 Common Stock 26,471 Direct F1, F6, F7
transaction PECO Class C Units Award $0 +4,799 $0.000000 4,799 04 May 2022 Common Stock 4,799 Direct F1, F6, F8
transaction PECO Class C Units Award $0 +5,892 $0.000000 5,892 04 May 2022 Common Stock 5,892 Direct F1, F6, F9
holding PECO OP Units 2,424,406 04 May 2022 Common Stock 2,424,406 By Jeffrey Edison Family Trust F1, F5
holding PECO OP Units 1,134,215 04 May 2022 Common Stock 1,134,215 By Edison Properties LLC F1, F5
holding PECO OP Units 500,593 04 May 2022 Common Stock 500,593 By Spouse's Family Trust F1, F5
holding PECO OP Units 431,233 04 May 2022 Common Stock 431,233 By Edison Family Trust F1, F5
holding PECO OP Units 330,667 04 May 2022 Common Stock 330,667 By Edison Ventures Trust F1, F5
holding PECO OP Units 276,927 04 May 2022 Common Stock 276,927 By Old 97, Inc F1, F5
holding PECO OP Units 211,266 04 May 2022 Common Stock 211,266 By Spouse's Trust F1, F5
holding PECO OP Units 60,583 04 May 2022 Common Stock 60,583 By Father's Trust F1, F5
* 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 52,942 OP Units upon satisfaction of the performance metrics under the 2019-2021 Performance-Based LTIP Units, when in fact only 26,471 OP Units were earned and the remaining 26,471 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 4,498.8 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 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.
F6 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.
F7 Represents 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.
F8 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.
F9 Represents 2,945.787 vested, and 2,945.787 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.