Devin Ignatius Murphy - Mar 1, 2024 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
Mar 1, 2024
Transactions value $
$0
Form type
4
Date filed
3/5/2024, 04:44 PM
Previous filing
Feb 20, 2024
Next filing
Jul 2, 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 OP Units Award $0 +16.5K +5.03% $0.00 344K Mar 1, 2024 Common Stock 16.5K Direct F1, F2
transaction PECO Class B Units Award $0 +10.9K $0.00 10.9K Mar 1, 2024 Common Stock 10.9K Direct F1, F3
transaction PECO Class C Units Award $0 +1.14K $0.00 1.14K Mar 1, 2024 Common Stock 1.14K Direct F1, F4
holding PECO OP Units 378K Mar 1, 2024 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 and are not subject to vesting.
F2 Represents OP Units earned based upon the Issuer's achievement of performance metrics under the 2021-2023 Performance-Based LTIP Units that were fully vested upon earning.
F3 Represents the grant of fully vested Class B Units of limited partnership interests ("Class B Units") in PECO OP, under the Issuer's long term incentive plan. At issuance, the Class B Units do not have full parity with the 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 vested Class B Units would convert into an equal number of OP Units. The Class B Units have no expiration date.
F4 Represents vested Class C Units of limited partnership interests ("Class C Units") in PECO OP issued in lieu of cash dividends accrued on the earned 2021-2023 Performance-Based LTIP Units. At issuance, the Class C Units do 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, the vested Class C Units convert to OP Units on a one-for-one basis. The Class C Units have no expiration date.