John P. Caulfield - Mar 1, 2024 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, 2024
Transactions value $
$0
Form type
4
Date filed
3/5/2024, 04:46 PM
Previous filing
Jan 3, 2024
Next filing
Jul 17, 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 Award $0 +10.1K $0.00 10.1K Mar 1, 2024 Common Stock 10.1K Direct F1, F2, F3
transaction PECO Class B Units Options Exercise $0 -1.13K -33.33% $0.00 2.27K Mar 1, 2024 Common Stock 1.13K Direct F2, F4, F5
transaction PECO Class B Units Options Exercise $0 -1.96K -25% $0.00 5.89K Mar 1, 2024 Common Stock 1.96K Direct F2, F4, F6
transaction PECO OP Units Options Exercise $0 +3.1K +14.17% $0.00 24.9K Mar 1, 2024 Common Stock 3.1K Direct F2, F4
transaction PECO OP Units Award $0 +3.33K +13.34% $0.00 28.3K Mar 1, 2024 Common Stock 3.33K Direct F2, F7
transaction PECO Class C Units Award $0 +3.33K $0.00 3.33K Mar 1, 2024 Common Stock 3.33K Direct F2, F8, F9
transaction PECO Class C Units Award $0 +493 $0.00 493 Mar 1, 2024 Common Stock 493 Direct F2, F8, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 vesting and achieving full parity with OP Units, the Class B Units convert 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 and are not subject to vesting.
F3 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 2,535 units on March 1, 2025 and March 1, 2026 and 2,534 units on March 1, 2027 and March 1, 2028.
F4 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.
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 1,134 units on March 1, 2025 and March 1, 2026, subject to continued service with the Company.
F6 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 1,962 units on March 1, 2025, and March 1, 2026, and 1,963 units on March 1, 2027, subject to continued service with the Company.
F7 Represents OP Units earned based upon the Issuer's achievement of performance metrics under the 2021-2023 Performance-Based LTIP Units.
F8 Represents Class C Units of limited partnership interests ("Class C Units") in PECO OP. 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, and upon satisfaction of any applicable vesting conditions, the vested Class C Units convert to OP Units on a one-for-one basis. The Class C Units have no expiration date.
F9 Represents unvested Class C Units earned based upon the Issuer's achievement of the performance metrics under the 2021-2023 Performance-Based LTIP Units which will vest in full on December 31, 2024, subject to continued service with the Company.
F10 Represents 246.717 vested, and 246.717 unvested, earned Class C Units issued in lieu of cash dividends accrued on the earned 2021-2023 Performance-Based LTIP Units. The unvested Class C units will vest in full on December 31, 2024, subject to continued service with the Company.