0001476204-22-000040.txt : 20220303 0001476204-22-000040.hdr.sgml : 20220303 20220303162131 ACCESSION NUMBER: 0001476204-22-000040 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220301 FILED AS OF DATE: 20220303 DATE AS OF CHANGE: 20220303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edison Jeffrey CENTRAL INDEX KEY: 0001548377 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40594 FILM NUMBER: 22709087 MAIL ADDRESS: STREET 1: 11501 NORTHLAKE DRIVE CITY: CINCINNATI STATE: OH ZIP: 45249 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Phillips Edison & Company, Inc. CENTRAL INDEX KEY: 0001476204 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 271106076 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11501 NORTHLAKE DRIVE CITY: CINCINNATI STATE: OH ZIP: 45249 BUSINESS PHONE: 513-554-1110 MAIL ADDRESS: STREET 1: 11501 NORTHLAKE DRIVE CITY: CINCINNATI STATE: OH ZIP: 45249 FORMER COMPANY: FORMER CONFORMED NAME: PHILLIPS EDISON GROCERY CENTER REIT I, INC. DATE OF NAME CHANGE: 20141205 FORMER COMPANY: FORMER CONFORMED NAME: Phillips Edison Grocery Center REIT I, Inc. DATE OF NAME CHANGE: 20141205 FORMER COMPANY: FORMER CONFORMED NAME: Phillips Edison - ARC Shopping Center REIT Inc. DATE OF NAME CHANGE: 20091105 4 1 wf-form4_164634243614757.xml FORM 4 X0306 4 2022-03-01 0 0001476204 Phillips Edison & Company, Inc. PECO 0001548377 Edison Jeffrey 11501 NORTHLAKE DRIVE CINCINNATI OH 45249 1 1 0 0 Chairman and CEO Class B Common Stock 2022-01-15 5 J 0 E 99510.188 0 D 0 D Common Stock 2022-01-15 5 J 0 E 99508 0 A 175859 D Class B Common Stock 2022-01-15 5 J 0 E 77354.698 0 D 0 I By PELP Common Stock 2022-01-15 5 J 0 E 77354 0 A 77354 I By PELP Class B Common Stock 2022-01-15 5 J 0 E 12088.889 0 D 0 I By Edison Properties LLC Common Stock 2022-01-15 5 J 0 E 12088 0 A 12088 I By Edison Properties LLC Class B Common Stock 2022-01-15 5 J 0 E 33333.333 0 D 0 I By Father's Trust Common Stock 2022-01-15 5 J 0 E 33333 0 A 33333 I By Father's Trust Class B Common Stock 2022-01-15 5 J 0 E 33333.333 0 D 0 I By Mother's Trust Common Stock 2022-01-15 5 J 0 E 33333 0 A 33333 I By Mother's Trust OP Units 2022-03-01 4 A 0 52942 0 A Common Stock 52942.0 3264887.667 D OP Units Common Stock 2424405.871 2424405.871 I By Jeffrey Edison Family Trust OP Units Common Stock 1134215.303 1134215.303 I By Edison Properties LLC OP Units Common Stock 500593.389 500593.389 I By Spouse's Family Trust OP Units Common Stock 431233.177 431233.177 I By Edison Family Trust OP Units Common Stock 330666.876 330666.876 I By Edison Ventures Trust OP Units Common Stock 276927.452 276927.452 I By Old 97, Inc OP Units Common Stock 211265.707 211265.707 I By Spouse's Trust OP Units Common Stock 60583.377 60583.377 I By Father's Trust Class B Units 2022-03-01 4 A 0 36540 0 A Common Stock 36540.0 36540 D Class B Units 2022-03-01 4 A 0 4498.80 0 A Common Stock 4498.8 4498.80 D On January 15, 2022, the issued and outstanding shares of Class B Common Stock automatically converted back to shares of the Issuer's listed Common Stock, on a one-for-one basis, with cash paid in lieu of fractional shares, in a reclassification transaction exempt under Rule 16b-7. 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. Phillips Edison Limited Partnership ("PELP") is a Delaware limited partnership. Mr. Edison is the manager of the general partner of PELP. Mr. Edison acquired an indirect beneficial ownership in these securities upon his appointment as a trustee to this trust on September 30, 2021. Limited partnership interests ("OP Units") in Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership ("PECO OP") 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. OP Units issued upon conversion of unvested Class B Units are still subject to the same vesting schedule as the originally granted unvested Class B Units. Represents OP Units earned based upon the Issuer's achievement of performance metrics under the 2019-2021 Performance-Based LTIP Units. Represents 26,471 vested units and 26,471 unvested units, which will vest in full on December 31, 2022. Total vested and and unvested OP Units held are reflected in Column 9: Of the 3,264,887.667 OP Units held by the Reporting Person, 3,098,481.667 are vested and 166,406 are unvested. At issuance, the Class B Units of limited partnership interests of PECO OP ("Class B Units") do not have full parity with the OP Units with respect to liquidating distributions, but upon the occurrence of certain events described in PECO OP's partnership agreement, including the Common Stock price performance, could over time achieve full parity with the OP Units for all purposes. Upon achieving full parity with OP Units, the Class B Units would convert into an equal number of OP Units, subject to any remaining time-based vesting conditions of the converted unvested Class B Units. The Class B Units have no expiration date. Represents the grant of Class B Units in 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. Represents vested Class B Units issued in lieu of cash dividends accrued on the earned 2019-2021 Performance-Based LTIP Units. /s/ Jennifer Robison, Attorney-in-Fact 2022-03-03