0001476204-24-000036.txt : 20240305
0001476204-24-000036.hdr.sgml : 20240305
20240305165121
ACCESSION NUMBER: 0001476204-24-000036
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240301
FILED AS OF DATE: 20240305
DATE AS OF CHANGE: 20240305
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Myers Robert F.
CENTRAL INDEX KEY: 0001721152
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40594
FILM NUMBER: 24721676
MAIL ADDRESS:
STREET 1: C/O PHILLIPS EDISON & COMPANY
STREET 2: 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]
ORGANIZATION NAME: 05 Real Estate & Construction
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
wk-form4_1709675457.xml
FORM 4
X0508
4
2024-03-01
0
0001476204
Phillips Edison & Company, Inc.
PECO
0001721152
Myers Robert F.
11501 NORTHLAKE DRIVE
CINCINNATI
OH
45249
0
1
0
0
President
0
Class B Units
2024-03-01
4
A
0
13517
0
A
Common Stock
13517
13517
D
Class B Units
2024-03-01
4
M
0
2811
0
D
Common Stock
2811
5622
D
Class B Units
2024-03-01
4
M
0
2770
0
D
Common Stock
2770
8310
D
OP Units
2024-03-01
4
M
0
5581
0
A
Common Stock
5581
195498.161
D
OP Units
2024-03-01
4
A
0
8250
0
A
Common Stock
8250
203748.161
D
Class C Units
2024-03-01
4
A
0
8250
0
A
Common Stock
8250
8250
D
Class C Units
2024-03-01
4
A
0
1217.762
0
A
Common Stock
1217.762
1217.762
D
Represents the grant 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"), 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. At issuance, the Class B Units do not have full parity with common units of limited partnership interest in PECO OP ("OP Units") with respect to liquidating distributions, 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 and achieving full parity with OP Units, the Class B Units convert into an equal number of OP Units. The Class B Units have no expiration date.
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 and are not subject to vesting.
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 3,379 units on March 1, 2025, March 1, 2026 and March 1, 2027 and 3,380 units on March 1, 2028.
Represents the vesting of 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 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.
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 2,811 units on March 1, 2025 and March 1, 2026, subject to continued service with the Company.
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 2,770 units on March 1, 2025, March 1, 2026, and March 1, 2027, subject to continued service with the Company.
Represents OP Units earned based upon the Issuer's achievement of performance metrics under the 2021-2023 Performance-Based LTIP Units.
Represents Class C Units of limited partnership interests ("Class C Units") in PECO OP. At issuance, the Class C Units do 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 any applicable vesting conditions, the vested Class C Units convert to OP Units on a one-for-one basis. The Class C Units have no expiration date.
Represents unvested Class C Units earned based upon the Issuer's achievement of the performance metrics under the 2021-2023 Performance-Based LTIP Units which will vest in full on December 31, 2024, subject to continued service with the Company.
Represents 608.881 vested, and 608.881 unvested, earned Class C Units issued in lieu of cash dividends accrued on the earned 2021-2023 Performance-Based LTIP Units. The unvested Class C units will vest in full on December 31, 2024, subject to continued service with the Company.
/s/ Jennifer Robison, Attorney-in-Fact
2024-03-05