John P. Caulfield - 31 Dec 2022 Form 4 Insider Report for Phillips Edison & Company, Inc. (PECO)

Role: CFO, EVP & Treasurer
Signature: /s/ Jennifer Robison, Attorney-in-Fact
Issuer symbol: PECO
Transactions as of: 31 Dec 2022
Net transactions value: -$31,267
Form type: 4
Filing time: 04 Jan 2023, 15:37:15 UTC
Previous filing: 06 May 2022
Next filing: 17 Jan 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PECO	Common Stock	Tax liability	$12,004	-377	-2.2%	$31.84	17,028	31 Dec 2022	Direct	F1
transaction	PECO	Common Stock	Tax liability	$19,263	-605	-3.6%	$31.84	16,423	01 Jan 2023	Direct	F2

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	-1,257	-33%	$0.000000	2,515	01 Jan 2023	Common Stock	1,257		Direct	F3, F4, F5
transaction	PECO	OP Units	Options Exercise	$0	+1,257	+100%	$0.000000	2,514	01 Jan 2023	Common Stock	1,257		Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	Represents shares of Common Stock surrendered to cover tax liability upon vesting of earned 2019-2021 Performance-Based restricted stock units.
F2	Represents shares of Common Stock surrendered to cover tax liability upon vesting of restricted stock units.
F3	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.
F4	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.
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 1,257 units on January 1, 2024 and January 1, 2025.