Jeffrey Edison - 01 Mar 2024 Form 4 Insider Report for Phillips Edison & Company, Inc. (PECO)

Signature
/s/ Jennifer Robison, Attorney-in-Fact
Issuer symbol
PECO
Transactions as of
01 Mar 2024
Net transactions value
$0
Form type
4
Filing time
05 Mar 2024, 16:53:39 UTC
Previous filing
03 Jan 2024
Next filing
06 May 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 +43,127 $0.000000 43,127 01 Mar 2024 Common Stock 43,127 Direct F1, F2, F3
transaction PECO Class B Units Options Exercise $0 -9,135 -33% $0.000000 18,270 01 Mar 2024 Common Stock 9,135 Direct F2, F4, F5
transaction PECO Class B Units Options Exercise $0 -9,002 -25% $0.000000 27,009 01 Mar 2024 Common Stock 9,002 Direct F2, F4, F6
transaction PECO OP Units Options Exercise $0 +18,137 +0.55% $0.000000 3,329,127 01 Mar 2024 Common Stock 18,137 Direct F2, F4
transaction PECO OP Units Award $0 +26,810 +0.81% $0.000000 3,355,937 01 Mar 2024 Common Stock 26,810 Direct F2, F7
transaction PECO Class C Units Award $0 +26,811 $0.000000 26,811 01 Mar 2024 Common Stock 26,811 Direct F2, F9, F10
transaction PECO Class C Units Award $0 +3,952 $0.000000 3,952 01 Mar 2024 Common Stock 3,952 Direct F2, F9, F11
holding PECO OP Units 2,424,406 01 Mar 2024 Common Stock 2,424,406 By Jeffrey Edison Family Trust F2, F8
holding PECO OP Units 1,134,215 01 Mar 2024 Common Stock 1,134,215 By Edison Properties LLC F2, F8
holding PECO OP Units 500,593 01 Mar 2024 Common Stock 500,593 By Spouse's Family Trust F2, F8
holding PECO OP Units 431,233 01 Mar 2024 Common Stock 431,233 By Edison Family Trust F2, F8
holding PECO OP Units 330,667 01 Mar 2024 Common Stock 330,667 By Edison Ventures Trust F2, F8
holding PECO OP Units 276,927 01 Mar 2024 Common Stock 276,927 By Old 97, Inc F2, F8
holding PECO OP Units 211,266 01 Mar 2024 Common Stock 211,266 By Spouse's Trust F2, F8
holding PECO OP Units 60,583 01 Mar 2024 Common Stock 60,583 By Father's Trust F2, F8
* 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 10,782 units on March 1, 2025, March 1, 2026 and March 1, 2027 and 10,781 units on 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 9,135 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 9,003 units on March 1, 2025, March 1, 2026, and 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 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.
F9 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.
F10 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.
F11 Represents 1,975.977 vested, and 1,975.977 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.