John P. Caulfield - Dec 31, 2022 Form 4 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: 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.