Devin Ignatius Murphy - Jan 15, 2023 Form 4 Insider Report for Phillips Edison & Company, Inc. (PECO)

Role
President
Signature
/s/ Jennifer Robison, Attorney-in-Fact
Stock symbol
PECO
Transactions as of
Jan 15, 2023
Transactions value $
$0
Form type
4
Date filed
1/17/2023, 03:31 PM
Previous filing
Sep 22, 2022
Next filing
Feb 2, 2023

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 -36.9K -50% $0.00 36.9K Jan 15, 2023 Common Stock 36.9K Direct F1, F2, F3
transaction PECO OP Units Options Exercise $0 +36.9K +15.3% $0.00 278K Jan 15, 2023 Common Stock 36.9K Direct F1, F2
holding PECO OP Units 378K Jan 15, 2023 Common Stock 378K By DJM Investments LLC F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units will vest in full on December 31, 2023, subject to continued service with the Company.