SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Myers Robert F.

(Last)

(First)

(Middle)

11501 NORTHLAKE DRIVE

(Street)

CINCINNATI

45249

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Phillips Edison & Company, Inc. [ PECO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer & EVP

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/01/2023		F⁽¹⁾		897	D	$31.84	11,800	D
Common Stock								544	I	By IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Units	⁽²⁾⁽³⁾	12/31/2022		M⁽⁴⁾			692.129	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	692.129	$0	0	D
Class C Units	⁽²⁾⁽³⁾	12/31/2022		M⁽⁵⁾			8,145	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	8,145	$0	0	D
Class C Units	⁽²⁾⁽³⁾	12/31/2022		M⁽⁶⁾			8,145	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	8,145	$0	0	D
Class B Units	⁽²⁾⁽⁷⁾	01/01/2023		M⁽⁷⁾			3,300	⁽²⁾⁽⁷⁾	⁽²⁾⁽⁷⁾	Common Stock	3,300	$0	0	D
Class B Units	⁽²⁾⁽⁷⁾	01/01/2023		M⁽⁷⁾			3,429	⁽²⁾⁽⁷⁾	⁽²⁾⁽⁷⁾	Common Stock	3,429	$0	6,857⁽⁸⁾	D
OP Units	⁽²⁾⁽³⁾	12/31/2022		M⁽⁴⁾		692.129		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	692.129	$0	129,997.864	D
OP Units	⁽²⁾⁽³⁾	12/31/2022		M⁽⁵⁾		8,145		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	8,145	$0	138,142.864	D
OP Units	⁽²⁾⁽³⁾	12/31/2022		M⁽⁶⁾		8,145		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	8,145	$0	146,287.864	D
OP Units	⁽²⁾⁽⁷⁾	01/01/2023		M⁽⁷⁾		3,300		⁽²⁾⁽⁷⁾	⁽²⁾⁽⁷⁾	Common Stock	3,300	$0	149,587.864	D
OP Units	⁽²⁾⁽⁷⁾	01/01/2023		M⁽⁷⁾		3,429		⁽²⁾⁽⁷⁾	⁽²⁾⁽⁷⁾	Common Stock	3,429	$0	153,016.864	D

Explanation of Responses:

1. Represents shares of Common Stock surrendered to cover tax liability upon vesting of restricted stock units.

2. 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.

3. Represents the vesting of earned Class C Units of limited partnership interests ("Class C Units") in PECO OP, previously issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. At issuance, the Class C Units were subject to vesting, and did not have full parity with the 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 C Units were converted into an equal number of OP Units. The Class C Units have no expiration date.

4. Represents the vesting of earned Class C Units issued in lieu of cash dividends accrued on the earned 2019-2021 Performance-Based LTIP Units.

5. Represents the vesting of earned Class C Units issued based upon the Issuer's achievement of the performance metrics under the 2019-2021 Performance-Based LTIP.

6. Represents the vesting of earned Class C Units issued based upon the Issuer's achievement of the NAV Modifier performance metrics under the 2019-2021 Performance-Based LTIP.

7. Represents the vesting of Class B Units of limited partnership interests ("Class B Units") in 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 the 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.

8. 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 3,429 units on January 1, 2024 and January 1, 2025.

Remarks:

	/s/ Jennifer Robison, Attorney-in-Fact	01/04/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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