John P. Caulfield - Jan 11, 2022 Form 4/A - Amendment Insider Report for Phillips Edison & Company, Inc. (PECO)

Role: CFO, EVP & Treasurer
Signature: /s/ Jennifer Robison, Attorney-in-Fact
Stock symbol: PECO
Transactions as of: Jan 11, 2022
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 4/25/2022, 04:29 PM
Date Of Original Report: Jan 13, 2022
Previous filing: Jan 4, 2022
Next filing: Mar 3, 2022
SEC: View on sec.gov

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	-1.26K	-25%	$0.00	3.77K	Jan 11, 2022	Common Stock	1.26K		Direct	F1, F2, F3
transaction	PECO	OP Units	Options Exercise	$0	+1.26K		$0.00	1.26K	Jan 11, 2022	Common Stock	1.26K		Direct	F1, F2

Showing 1 to 2 of 2 entries

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents conversion 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, into limited partnership interest in PECO OP ("OP Units"). At issuance, the Class B Units were subject to vesting, and did 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 applicable vesting conditions, the Class B Units convert to OP Units on a one-for-one basis. On January 11, 2022 the Class B Units achieved full parity with the OP Units, and the vested Class B Units converted to OP Units.
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-to-one basis, beginning one year from the date of issuance and have no expiration date.
F3	Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units vest in increments of 1,257 units on January 1, 2023, January 1, 2024 and January 1, 2025.

Remarks:

This Form 4 Amendment corrects the originally reported transactions to reflect that only vested Class B Units converted to OP Units. Accordingly, the two transaction lines involving 33,898 wholly unvested Class B Units (disposition) converting to 33,898 OP Units (acquisition) were removed, the other impacted transactions were corrected, and the direct holdings were updated.