FEE TABLES FOR FORMS

F-1, F-3, F-4

S-1, S-3, S-4 and S-11

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Phillips Edison & Company, Inc.

Phillips Edison grocery Center Operating Partnership I, L.P.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Equity

Phillips Edison & Company, Inc. Common Stock

(1)

$250,000,000

$250,000,000

.0000977

$23,175

Fees Previously Paid

Carry Forward Securities

Carry Forward Securities

Debt

Phillips Edison & Company, Inc., Debt Securities, Phillips Edison Grocery Center Operating Partnership I, L.P., Debt Securities

Rule 457(p)

(3)

(3)

(3)

S-3

333-259059 and 333-259059-01

September 20,  2021

$70,915

Total Offering Amounts

$250,000,000

$23,175

Total Fees Previously Paid

$70,915

Total Fee Offsets

$70,915

Net Fee Due

—

(1) Calculated in accordance with Rules 457(o) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”). This “Calculation of Registration Fee” table shall be deemed to update the “Calculation of Registration Fee” table in the Registration Statement on Form S-3 (File Nos. 333-262627 and 333-262627-01) filed by Phillips Edison & Company, Inc. and Phillips Edison Grocery Center Operating Partnership I, L.P. on February 10, 2022.

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(2) Pursuant to Rules 456(b) and 457(p) under the Securities Act, $70,915 remaining of the unutilized fees that were previously paid in connection with the Registration Statement on Form S-3 (Registration Nos. 333-259059 and 333-259059-01) filed by Phillips Edison & Company, Inc. and Phillips Edison Grocery Center Operating Partnership I, L.P. on August 25, 2021 is being carried forward and has been applied against the $23,175 registration fee due for this offering. No filing fees have been paid with respect to this offering.

(3) An unspecified number of securities or aggregate initial offering price, as applicable, is being registered as may from time to time be offered at unspecified prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares.

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Table 2: Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
	Phillips Edison & Company, Inc. and Phillips Edison Grocery Center Operating Partnership I, L.P.	S-3	333-259059 and 333-259059-01	August 25, 2021		$70,915	Debt Securities	Debt Securities		$650,000,000
Fee Offset Sources	Phillips Edison & Company, Inc. and Phillips Edison Grocery Center Operating Partnership I, L.P.	S-3	333-259059 and 333-259059-01		August 25, 2021						$109,100

The Registration Statement on Form S-3 (Registration Nos. 333-259059 and 333-259059-01) filed by Phillips Edison & Company, Inc. and Phillips Edison Grocery Center Operating Partnership I, L.P. on August 25, 2021 was terminated in connection with the filing of the Registration Statement on Form S-3 (Registration Nos. 333-262627 and 333-262627-01) filed by Phillips Edison & Company, Inc. and Phillips Edison Grocery Center Operating Partnership I, L.P. on February 10, 2022.

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Table 3: Combined Prospectuses

Security Type Security Class Title Amount of Securities
Previously Registered Maximum Aggregate
Offering Price of Securities
Previously Registered Form
Type File
Number Initial Effective
Date

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