Jeffrey Edison - Mar 1, 2023 Form 4 Insider Report for Phillips Edison & Company, Inc. (PECO)

Signature
/s/ Jennifer Robison, Attorney-in-Fact
Stock symbol
PECO
Transactions as of
Mar 1, 2023
Transactions value $
-$403,824
Form type
4
Date filed
3/3/2023, 03:39 PM
Previous filing
Jan 17, 2023
Next filing
Aug 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PECO Common Stock Award $0 +52.7K +30.47% $0.00 226K Mar 1, 2023 Direct F1
transaction PECO Common Stock Tax liability -$404K -12K -5.3% $33.79 214K Mar 1, 2023 Direct F2
holding PECO Common Stock 77.4K Mar 1, 2023 By PELP F3, F4
holding PECO Common Stock 33.3K Mar 1, 2023 By Mother's Trust F3
holding PECO Common Stock 33.3K Mar 1, 2023 By Father's Trust F3
holding PECO Common Stock 12.1K Mar 1, 2023 By Edison Properties LLC F3

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 Award $0 +36K $0.00 36K Mar 1, 2023 Common Stock 36K Direct F5, F6, F7
transaction PECO Class B Units Options Exercise $0 -9.14K -25% $0.00 27.4K Mar 1, 2023 Common Stock 9.14K Direct F6, F8, F9
transaction PECO OP Units Options Exercise $0 +9.14K +0.28% $0.00 3.29M Mar 1, 2023 Common Stock 9.14K Direct F6, F8
holding PECO OP Units 2.42M Mar 1, 2023 Common Stock 2.42M By Jeffrey Edison Family Trust F3, F6
holding PECO OP Units 1.13M Mar 1, 2023 Common Stock 1.13M By Edison Properties LLC F3, F6
holding PECO OP Units 501K Mar 1, 2023 Common Stock 501K By Spouse's Family Trust F3, F6
holding PECO OP Units 431K Mar 1, 2023 Common Stock 431K By Edison Family Trust F3, F6
holding PECO OP Units 331K Mar 1, 2023 Common Stock 331K By Edison Ventures Trust F3, F6
holding PECO OP Units 277K Mar 1, 2023 Common Stock 277K By Old 97, Inc F3, F6
holding PECO OP Units 211K Mar 1, 2023 Common Stock 211K By Spouse's Trust F3, F6
holding PECO OP Units 60.6K Mar 1, 2023 Common Stock 60.6K By Father's Trust F3, F6
* 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 earned based upon the Issuer's achievement of performance metrics under the 2020-2022 Performance-Based LTIP Units, 50% of which are vested and 50% of which vest on December 31, 2023, subject to continued employment.
F2 Represents shares of Common Stock surrendered to cover tax liability upon vesting of earned 2020-2022 Performance-Based LTIP Units.
F3 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.
F4 Phillips Edison Limited Partnership ("PELP") is a Delaware limited partnership. Mr. Edison is the manager of the general partner of PELP.
F5 Represents the grant 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"), under the Issuer's long term incentive plan. The Class B Units vest in four equal annual installments on the anniversary of the date of grant, subject to continued service. At issuance, the Class B Units do not have full parity with common units of limited partnership interest in PECO OP ("OP Units") with respect to liquidating distributions, 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 achieving full parity with OP Units, the Class B Units would convert into an equal number of OP Units, subject to any remaining time-based vesting conditions of the converted unvested Class B Units. The Class B Units have no expiration date.
F6 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.
F7 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 9,003 units on March 1, 2024, March 1, 2025 and March 1, 2026 and 9,002 units on March 1, 2027.
F8 Represents the vesting of 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 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.
F9 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 9,135 units on March 1, 2024, March 1, 2025 and March 1, 2026.