UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 11, 2022

 

 

Phillips Edison & Company, Inc.

(Exact name of registrant as specified in its charter)

 

 

Maryland		001-40594		27-1106076
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

11501 Northlake Drive Cincinnati, Ohio		45249
(Address of principal executive offices)		(Zip Code)

(513) 554-1110

(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
Common Stock $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 3.02

Unregistered Sales of Equity Securities.

On January 11, 2022, Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership (the “Operating Partnership”) and subsidiary of Phillips Edison & Company, Inc., Inc., a Maryland corporation (the “Company”), issued an aggregate of 1,587,038 common operating partnership units (“OP Units”) of the Operating Partnership to Phillips Edison Limited Partnership (“PELP”) in full settlement of the previously reported earn-out structure established in connection with the acquisition of PELP in 2017.

The OP Units are redeemable for cash or, at the Company’s election, shares of its common stock on a one-for-one basis. The OP Units were issued in reliance upon Section 4(2) of the Securities Act of 1933, as amended.

SIGNATURES

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: January 13, 2022				By:		/s/ John P. Caulfield
						John P. Caulfield
						Chief Financial Officer, Senior Vice President and Treasurer