0001476204-24-000037.txt : 20240305
0001476204-24-000037.hdr.sgml : 20240305
20240305165339
ACCESSION NUMBER: 0001476204-24-000037
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: Edison Jeffrey
CENTRAL INDEX KEY: 0001548377
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40594
FILM NUMBER: 24721737
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]
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_1709675596.xml
FORM 4
X0508
4
2024-03-01
0
0001476204
Phillips Edison & Company, Inc.
PECO
0001548377
Edison Jeffrey
11501 NORTHLAKE DRIVE
CINCINNATI
OH
45249
1
1
0
0
Chairman and CEO
0
Class B Units
2024-03-01
4
A
0
43127
0
A
Common Stock
43127
43127
D
Class B Units
2024-03-01
4
M
0
9135
0
D
Common Stock
9135
18270
D
Class B Units
2024-03-01
4
M
0
9002
0
D
Common Stock
9002
27009
D
OP Units
2024-03-01
4
M
0
18137
0
A
Common Stock
18137
3329127.331
D
OP Units
2024-03-01
4
A
0
26810
0
A
Common Stock
26810
3355937.331
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 C Units
2024-03-01
4
A
0
26811
0
A
Common Stock
26811
26811
D
Class C Units
2024-03-01
4
A
0
3951.954
0
A
Common Stock
3951.954
3951.954
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 10,782 units on March 1, 2025, March 1, 2026 and March 1, 2027 and 10,781 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 9,135 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 9,003 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.
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.
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 1,975.977 vested, and 1,975.977 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