Devin Ignatius Murphy - Oct 31, 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: Oct 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 11/1/2023, 05:10 PM
Previous filing: Mar 22, 2023
Next filing: Jan 3, 2024

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	-11.1K	-100%	$0.00^*	0	Oct 31, 2023	Common Stock	11.1K		Direct	F1, F2
transaction	PECO	Class C Units	Options Exercise	$0	-2.15K	-100%	$0.00^*	0	Oct 31, 2023	Common Stock	2.15K		Direct	F1, F3
transaction	PECO	OP Units	Options Exercise	$0	+11.1K	+3.99%	$0.00	289K	Oct 31, 2023	Common Stock	11.1K		Direct	F1, F2
transaction	PECO	OP Units	Options Exercise	$0	+2.15K	+0.75%	$0.00	291K	Oct 31, 2023	Common Stock	2.15K		Direct	F1, F3
holding	PECO	OP Units						378K	Oct 31, 2023	Common Stock	378K		By DJM Investments LLC	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	Represents the conversion of vested 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, into OP Units in PECO OP. At issuance, the Class B Units did not have full parity with the OP Units, but upon achieving parity with the OP Units under the PECO OP's partnership agreement, based upon capital account balance per unit, and upon satisfaction of applicable vesting conditions, the Class B Units convert to OP Units on a one-for-one basis. The Class B Units have no expiration date.
F3	Represents the conversion of vested and earned Class C Units of limited partnership interests ("Class C Units") in PECO OP issued in lieu of cash dividends accrued on the NAV Modifier performance units under the 2018-2020 Performance-Based LTIP. At issuance, the Class C Units did not have full parity with the OP Units, but upon achieving parity with the OP Units under the PECO OP's partnership agreement, based upon capital account balance per unit, and upon satisfaction of any applicable vesting conditions, the Class C Units convert to OP Units on a one-for-one basis. The Class C Units have no expiration date.