Jeffrey Edison - 31 Dec 2023 Form 4 Insider Report for Phillips Edison & Company, Inc. (PECO)

Role
Chairman and CEO, Director
Signature
/s/ Jennifer Robison, Attorney-in-Fact
Issuer symbol
PECO
Transactions as of
31 Dec 2023
Net transactions value
-$623,151
Form type
4
Filing time
03 Jan 2024, 16:47:52 UTC
Previous filing
01 Nov 2023
Next filing
05 Mar 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PECO Common Stock Tax liability $518,819 -14,222 -6.1% $36.48 220,610 31 Dec 2023 Direct F1
transaction PECO Common Stock Tax liability $104,333 -2,860 -1.3% $36.48 217,750 01 Jan 2024 Direct F2
holding PECO Common Stock 77,354 31 Dec 2023 By PELP F3, F4
holding PECO Common Stock 33,333 31 Dec 2023 By Father's Trust F3
holding PECO Common Stock 12,088 31 Dec 2023 By Edison Properties LLC F3
holding PECO Common Stock 11,111 31 Dec 2023 By Sister in Law's Trust F3
holding PECO Common Stock 11,111 31 Dec 2023 By Jeffrey Edison Trust F3
holding PECO Common Stock 11,111 31 Dec 2023 By Brother's Trust 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 Options Exercise $0 -11,142 -50% $0.000000 11,143 01 Jan 2024 Common Stock 11,142 Direct F5, F6, F7
transaction PECO OP Units Options Exercise $0 +11,142 +0.34% $0.000000 3,310,990 01 Jan 2024 Common Stock 11,142 Direct F5, F6
holding PECO OP Units 2,424,406 31 Dec 2023 Common Stock 2,424,406 By Jeffrey Edison Family Trust F3, F6
holding PECO OP Units 1,134,215 31 Dec 2023 Common Stock 1,134,215 By Edison Properties LLC F3, F6
holding PECO OP Units 500,593 31 Dec 2023 Common Stock 500,593 By Spouse's Family Trust F3, F6
holding PECO OP Units 431,233 31 Dec 2023 Common Stock 431,233 By Edison Family Trust F3, F6
holding PECO OP Units 330,667 31 Dec 2023 Common Stock 330,667 By Edison Ventures Trust F3, F6
holding PECO OP Units 276,927 31 Dec 2023 Common Stock 276,927 By Old 97, Inc F3, F6
holding PECO OP Units 211,266 31 Dec 2023 Common Stock 211,266 By Spouse's Trust F3, F6
holding PECO OP Units 60,583 31 Dec 2023 Common Stock 60,583 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 surrendered to cover tax liability upon vesting of earned 2020-2022 Performance-Based LTIP units.
F2 Represents shares of Common Stock surrendered to cover tax liability upon vesting of restricted stock 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 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.
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 full on January 1, 2025.