Jeffrey Edison - Jan 15, 2023 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: Jan 15, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/17/2023, 03:34 PM
Previous filing: Jan 4, 2023
Next filing: Mar 3, 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	-49.6K	-50%	$0.00	49.6K	Jan 15, 2023	Common Stock	49.6K		Direct	F1, F2, F3
transaction	PECO	OP Units	Options Exercise	$0	+49.6K	+1.53%	$0.00	3.28M	Jan 15, 2023	Common Stock	49.6K		Direct	F1, F2
holding	PECO	OP Units						2.42M	Jan 15, 2023	Common Stock	2.42M		By Jeffrey Edison Family Trust	F2, F4
holding	PECO	OP Units						1.13M	Jan 15, 2023	Common Stock	1.13M		By Edison Properties LLC	F2, F4
holding	PECO	OP Units						501K	Jan 15, 2023	Common Stock	501K		By Spouse's Family Trust	F2, F4
holding	PECO	OP Units						431K	Jan 15, 2023	Common Stock	431K		By Edison Family Trust	F2, F4
holding	PECO	OP Units						331K	Jan 15, 2023	Common Stock	331K		By Edison Ventures Trust	F2, F4
holding	PECO	OP Units						277K	Jan 15, 2023	Common Stock	277K		By Old 97, Inc	F2, F4
holding	PECO	OP Units						211K	Jan 15, 2023	Common Stock	211K		By Spouse's Trust	F2, F4
holding	PECO	OP Units						60.6K	Jan 15, 2023	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 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 July 15, 2024, subject to continued service with the Company.
F4	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.