John P. Caulfield - Dec 31, 2022 Form 4 Insider Report for Phillips Edison & Company, Inc. (PECO)

Signature
/s/ Jennifer Robison, Attorney-in-Fact
Stock symbol
PECO
Transactions as of
Dec 31, 2022
Transactions value $
-$31,267
Form type
4
Date filed
1/4/2023, 03:37 PM
Previous filing
May 6, 2022
Next filing
Jan 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PECO Common Stock Tax liability -$12K -377 -2.17% $31.84 17K Dec 31, 2022 Direct F1
transaction PECO Common Stock Tax liability -$19.3K -605 -3.55% $31.84 16.4K Jan 1, 2023 Direct F2

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 -33.32% $0.00 2.52K Jan 1, 2023 Common Stock 1.26K Direct F3, F4, F5
transaction PECO OP Units Options Exercise $0 +1.26K +100% $0.00 2.51K Jan 1, 2023 Common Stock 1.26K Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Common Stock surrendered to cover tax liability upon vesting of earned 2019-2021 Performance-Based restricted stock units.
F2 Represents shares of Common Stock surrendered to cover tax liability upon vesting of restricted stock units.
F3 Represents the vesting 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. At issuance, the Class B Units were subject to vesting, and did not have full parity with common units of limited partnership interest in PECO OP ("OP Units"), but upon the occurrence of certain events described in PECO OP's partnership agreement, based upon capital account balance per unit, could over time achieve full parity with the OP Units for all purposes. Upon vesting, having previously achieved full parity with OP Units, the Class B Units were converted into an equal number of OP Units. The Class B Units have no expiration date.
F4 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-for-one basis, and have no expiration date.
F5 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 1,257 units on January 1, 2024 and January 1, 2025.