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