0001144204-15-026376.txt : 20150430 0001144204-15-026376.hdr.sgml : 20150430 20150430122648 ACCESSION NUMBER: 0001144204-15-026376 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150424 FILED AS OF DATE: 20150430 DATE AS OF CHANGE: 20150430 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PHILLIPS EDISON GROCERY CENTER REIT II, INC. CENTRAL INDEX KEY: 0001581405 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 611714451 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 II, Inc. DATE OF NAME CHANGE: 20141205 FORMER COMPANY: FORMER CONFORMED NAME: Phillips Edison - ARC Grocery Center REIT II, Inc. DATE OF NAME CHANGE: 20130712 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edison Jeffrey CENTRAL INDEX KEY: 0001548377 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-190588 FILM NUMBER: 15816511 MAIL ADDRESS: STREET 1: 11501 NORTHLAKE DRIVE CITY: CINCINNATI STATE: OH ZIP: 45249 3 1 form333843_20150430122632-.xml X0206 3 2015-04-24 0 0001581405 PHILLIPS EDISON GROCERY CENTER REIT II, INC. N/A 0001548377 Edison Jeffrey 11501 NORTHLAKE DRIVE CINCINNATI OH 45249 1 1 0 0 Chairman and CEO Common stock 33333.33 D Common stock 8888.89 I By Phillips Edison NTR II LLC The reporting person indirectly owns and controls the limited liability company that acquired the reported securities. /s/ Jeffrey S. Edison 2015-04-24 EX-99 2 ex-99.htm Power of Attorney

Know all by these presents, that the undersigned hereby constitutes and appoints each of R. Mark Addy, John B. Bessy, Devin I. Murphy and Jennifer L. Robison, as the undersigned's true and lawful attorney-in-fact to execute and file on behalf of the undersigned in the undersigned's capacity as Chairman of the Board, Chief Executive Officer and Director of Phillips Edison Grocery Center REIT II, Inc. ("PEGCR II"), all necessary and/or required applications, reports, registrations, information, documents and instruments filed or required to be filed by PEGCR II or the undersigned with the Securities and Exchange Commission ("SEC"), any stock exchanges or any governmental official or agency, including without limitation:

1) execute and file Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and a Form ID, Uniform Application for Access codes to file on EDGAR;

2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 or Form ID and timely file such Forms 3, 4, 5 or Form ID, including amendments thereto;

3) execute and file Form 144 in accordance with Rule 144 of the Securities Act of 1933, as amended, and the rules thereunder;

4) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 144 and timely file such Form 144;

5) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

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The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each of the attorneys-in-fact named herein shall have the power to act hereunder with or without the other. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is PEGCR II assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on the date set forth below.


Signature
/s/ Jeffrey S. Edison
Jeffrey S. Edison

Title
Chairman of the Board, Chief Executive Officer and Director

Date
April 24, 2015