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

Role
Chairman and CEO, Director
Signature
/s/ Jennifer Robison, Attorney-in-Fact
Stock symbol
PECO
Transactions as of
Dec 31, 2022
Transactions value $
-$91,954
Form type
4
Date filed
1/4/2023, 03:39 PM
Previous filing
Aug 5, 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 -$92K -2.89K -1.64% $31.84 173K Jan 1, 2023 Direct F1
holding PECO Common Stock 77.4K Dec 31, 2022 By PELP F2, F3
holding PECO Common Stock 33.3K Dec 31, 2022 By Mother's Trust F2
holding PECO Common Stock 33.3K Dec 31, 2022 By Father's Trust F2
holding PECO Common Stock 12.1K Dec 31, 2022 By Edison Properties LLC 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 C Units Options Exercise $0 -2.25K -100% $0.00* 0 Dec 31, 2022 Common Stock 2.25K Direct F4, F5, F6
transaction PECO Class C Units Options Exercise $0 -26.5K -100% $0.00* 0 Dec 31, 2022 Common Stock 26.5K Direct F4, F5, F7
transaction PECO Class C Units Options Exercise $0 -26.5K -100% $0.00* 0 Dec 31, 2022 Common Stock 26.5K Direct F4, F5, F8
transaction PECO Class B Units Options Exercise $0 -7.35K -100% $0.00* 0 Jan 1, 2023 Common Stock 7.35K Direct F4, F9
transaction PECO Class B Units Options Exercise $0 -11.1K -33.33% $0.00 22.3K Jan 1, 2023 Common Stock 11.1K Direct F4, F9, F10
transaction PECO OP Units Options Exercise $0 +2.25K +0.07% $0.00 3.16M Dec 31, 2022 Common Stock 2.25K Direct F4, F5, F6
transaction PECO OP Units Options Exercise $0 +26.5K +0.84% $0.00 3.19M Dec 31, 2022 Common Stock 26.5K Direct F4, F5, F7
transaction PECO OP Units Options Exercise $0 +26.5K +0.83% $0.00 3.21M Dec 31, 2022 Common Stock 26.5K Direct F4, F5, F8
transaction PECO OP Units Options Exercise $0 +7.35K +0.23% $0.00 3.22M Jan 1, 2023 Common Stock 7.35K Direct F4, F9
transaction PECO OP Units Options Exercise $0 +11.1K +0.35% $0.00 3.23M Jan 1, 2023 Common Stock 11.1K Direct F4, F9
holding PECO OP Units 2.42M Dec 31, 2022 Common Stock 2.42M By Jeffrey Edison Family Trust F2, F4
holding PECO OP Units 1.13M Dec 31, 2022 Common Stock 1.13M By Edison Properties LLC F2, F4
holding PECO OP Units 501K Dec 31, 2022 Common Stock 501K By Spouse's Family Trust F2, F4
holding PECO OP Units 431K Dec 31, 2022 Common Stock 431K By Edison Family Trust F2, F4
holding PECO OP Units 331K Dec 31, 2022 Common Stock 331K By Edison Ventures Trust F2, F4
holding PECO OP Units 277K Dec 31, 2022 Common Stock 277K By Old 97, Inc F2, F4
holding PECO OP Units 211K Dec 31, 2022 Common Stock 211K By Spouse's Trust F2, F4
holding PECO OP Units 60.6K Dec 31, 2022 Common Stock 60.6K By Father's Trust F2, 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 restricted stock units.
F2 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.
F3 Phillips Edison Limited Partnership ("PELP") is a Delaware limited partnership. Mr. Edison is the manager of the general partner of PELP.
F4 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.
F5 Represents the vesting of earned Class C Units of limited partnership interests ("Class C Units") in PECO OP, previously issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. At issuance, the Class C Units were subject to vesting, and did not have full parity with the 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 C Units were converted into an equal number of OP Units. The Class C Units have no expiration date.
F6 Represents the vesting of earned Class C Units issued in lieu of cash dividends accrued on the earned 2019-2021 Performance-Based LTIP Units.
F7 Represents the vesting of earned Class C Units issued based upon the Issuer's achievement of the performance metrics under the 2019-2021 Performance-Based LTIP.
F8 Represents the vesting of earned Class C Units issued based upon the Issuer's achievement of the NAV Modifier performance metrics under the 2019-2021 Performance-Based LTIP.
F9 Represents the vesting of Class B Units of limited partnership interests ("Class B Units") in 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 the 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.
F10 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 11,143 units on January 1, 2024 and January 1, 2025.