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

Role: Managing Director
Signature: /s/ Jennifer Robison, Attorney-in-Fact
Stock symbol: PECO
Transactions as of: Dec 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/3/2024, 04:50 PM
Previous filing: Nov 1, 2023
Next filing: Feb 1, 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	Ownership	Footnotes
transaction	PECO	Class B Units	Options Exercise	$0	-36.9K	-100%	$0.00^*	0	Dec 31, 2023	Common Stock	36.9K	Direct	F1, F2
transaction	PECO	OP Units	Options Exercise	$0	+36.9K	+12.67%	$0.00	328K	Dec 31, 2023	Common Stock	36.9K	Direct	F1, F2
holding	PECO	OP Units						378K	Dec 31, 2023	Common Stock	378K	By DJM Investments LLC	F2

* 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.

Content

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.

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.