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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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OMB Number: 3235-0287
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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*
Addy Robert Mark
(Last) (First) (Middle)
11501 NORTHLAKE DRIVE
(Street)
CINCINNATI OH 45249
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Phillips Edison & Company, Inc. [ N/A ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
01/05/2018
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Units(1)(2) (1)(2) 03/15/2018 A 18,182 (1)(2)(3) (1)(2) OP Units 18,182 $0.00 18,182 D
Phantom Units(4) (4) 01/05/2018 M 9,246 (4) (4) OP Units 19,860 $11 19,860 D
OP Units(5) (5) 03/02/2018 J 6,537.58 (5) (5) Common Stock 6,537.58 $0.00 205,526.7 D
Explanation of Responses:
1. Represents 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 I OP"), 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 common units of limited partnership interest in PECO I OP ("OP Units") with respect to liquidating distributions, but upon the occurrence of certain events described in PECO I OP's partnership agreement, 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 would convert into an equal number of OP Units.
2. Each OP Unit acquired upon conversion of a Class B Unit may be presented for redemption at the election of the holder, for cash equal to the fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each OP Unit so presented for one share of Common Stock.
3. The Class B Units are time-based awards and vest in four equal annual installments: 25% on January 1, 2019, 25% on January 1, 2020, 25% on January 1, 2021, and 25% on January 1, 2022, subject to continued employment.
4. 9,246 Phantom Units vested on January 1, 2018 and were settled for cash.
5. Represents OP Units acquired by the Reporting Person as a distribution from Phillips Edison Limited Partnership ("PELP") in connection with the Reporting Person's interest in OP Units which (i) were converted from Class B Units and (ii) are being held by PELP until two years from the date the Class B Units were issued.
Remarks:
Exhibit 24 - Power of Attorney (filed herewith)
/s/ Joshua Victor, Attorney-in-Fact 03/19/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      Exhibit 24

                           LIMITED POWER OF ATTORNEY
                                      FOR
                        PHILLIPS EDISON & COMPANY, INC.
                             SECTION 16(a) FILINGS

       Know all by these presents, that the undersigned hereby constitutes and
appoints each of Tanya Brady, Matthew Schoenfeld, Jacqueline Cangero and Joshua
Victor, signing singly, the undersigned's true and lawful attorney-in-fact to:

       (1)  execute for and on behalf of the undersigned, in the undersigned's
            capacity as an officer, director and/or stockholder of Phillips
            Edison & Company, Inc. (the "Company"), Forms ID, 3, 4, and 5 and
            amendments thereto in accordance with Section 16(a) of the
            Securities Exchange Act of 1934, as amended, and the rules
            thereunder;

       (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 ID, 3, 4, or 5 or amendment thereto and timely file such form
            with the United States Securities and Exchange Commission (the
            "SEC") and any stock exchange or similar authority; and

       (3)  take any other action of any type whatsoever which, in the opinion
            of such attorney-in-fact, may be necessary or desirable in
            connection with the foregoing authority, 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.

       The undersigned hereby grants to each 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. 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 the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities of the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney may be filed with the SEC
as a confirming statement of the authority granted herein.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 19th day of March, 2018.



                                        Signature:    /s/ R. Mark Addy
                                                    ----------------------------


                                        Print Name: R. Mark Addy
                                                    ----------------------------