0001476204-22-000049.txt : 20220425
0001476204-22-000049.hdr.sgml : 20220425
20220425162733
ACCESSION NUMBER: 0001476204-22-000049
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220111
FILED AS OF DATE: 20220425
DATE AS OF CHANGE: 20220425
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Edison Jeffrey
CENTRAL INDEX KEY: 0001548377
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40594
FILM NUMBER: 22850018
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/A
1
wf-form4a_165091837871799.xml
FORM 4/A
X0306
4/A
2022-01-11
2022-01-13
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 Units
2022-01-11
4
M
0
22062
0
D
Common Stock
22062.0
7354
D
Class B Units
2022-01-11
4
M
0
11143
0
D
Common Stock
11143.0
33428
D
OP Units
2022-01-11
4
M
0
22062
0
A
Common Stock
22062.0
3060867.667
D
OP Units
2022-01-11
4
M
0
11143
0
A
Common Stock
11143.0
3072010.667
D
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.
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.
Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units will vest in full on January 1, 2023.
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 11,143 units on January 1, 2023, January 1, 2024 and January 1, 2025.
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 99,153 wholly unvested Class B Units (disposition) converting to 99,153 OP Units (acquisition) were removed, the other four impacted conversion transactions were corrected, and the direct holdings were updated. All other reported transactions and all indirect holdings on the original Form 4 filing are correct and are not repeated in this amendment.
/s/ Jennifer Robison, Attorney-in-Fact
2022-04-25