Robert F. Myers - 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 $
-$76,332
Form type
4
Date filed
3/3/2023, 03:44 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 +16.2K +137.42% $0.00 28K Mar 1, 2023 Direct F1
transaction PECO Common Stock Tax liability -$76.3K -2.26K -8.06% $33.79 25.8K Mar 1, 2023 Direct F2
holding PECO Common Stock 544 Mar 1, 2023 By IRA

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 +11.1K $0.00 11.1K Mar 1, 2023 Common Stock 11.1K Direct F3, F4, F5
transaction PECO Class B Units Options Exercise $0 -2.81K -24.99% $0.00 8.43K Mar 1, 2023 Common Stock 2.81K Direct F4, F6, F7
transaction PECO OP Units Options Exercise $0 +2.81K +1.56% $0.00 183K Mar 1, 2023 Common Stock 2.81K Direct F4, 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 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.
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 2,770 units on March 1, 2024, March 1, 2025, March 1, 2026 and March 1, 2027.
F6 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.
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 2,811 units on March 1, 2024, March 1, 2025 and March 1, 2026.