SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2021
Phillips Edison & Company, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
11501 Northlake Drive
|(Address of principal executive offices)||(Zip Code)|
|(Registrant’s telephone number, including area code)|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
$0.01 par value
|PECO||The Nasdaq Global Select Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On July 19, 2021, Phillips Edison & Company, Inc. (the “Company”) closed its previously reported registered underwritten public offering of 17,000,000 shares of common stock, $0.01 par value per share (the “Common Stock”), pursuant to the Company’s registration statement on Form S-11 (File No. 333-255846) under the Securities Act of 1933, as amended. On July 29, 2021, the underwriters exercised their over-allotment option in full to purchase an additional 2,550,000 shares of Common Stock at the initial offering price of $28.00 per share, less underwriting discounts and commissions. The exercise of the over-allotment option was settled on August 2, 2021.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|PHILLIPS EDISON & COMPANY, INC.|
|Dated: August 2, 2021||By:||/s/ John P. Caulfield|
|John P. Caulfield|
|Chief Financial Officer, Senior Vice President and Treasurer|