SEC Filing | Phillips Edison

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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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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^*

Myers Robert F.

(Last)

(First)

(Middle)

11501 NORTHLAKE DRIVE

(Street)

CINCINNATI

45249

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Phillips Edison & Company, Inc. [ PECO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer & SVP

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Units	⁽¹⁾⁽²⁾	01/11/2022		M			1,727.76	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	1,727.76	$0	80,305	D
Class B Units	⁽¹⁾⁽²⁾	01/11/2022		M			13,201	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	13,201⁽³⁾	$0	67,104	D
Class B Units	⁽¹⁾⁽²⁾	01/11/2022		M			13,714	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	13,714⁽⁴⁾	$0	53,390	D
Class B Units	⁽¹⁾⁽²⁾	01/11/2022		M			53,390	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	53,390⁽⁵⁾	$0	0	D
OP Units	⁽¹⁾⁽²⁾	01/11/2022		M		1,727.76		⁽²⁾	⁽²⁾	Common Stock	1,727.76	$0	67,684.381	D
OP Units	⁽¹⁾⁽²⁾	01/11/2022		M		13,201		⁽²⁾⁽³⁾	⁽²⁾	Common Stock	13,201⁽³⁾	$0	80,885.381	D
OP Units	⁽¹⁾⁽²⁾	01/11/2022		M		13,714		⁽²⁾⁽⁴⁾	⁽²⁾	Common Stock	13,714⁽⁴⁾	$0	94,599.381	D
OP Units	⁽¹⁾⁽²⁾	01/11/2022		M		53,390		⁽²⁾⁽⁵⁾	⁽²⁾	Common Stock	53,390⁽⁵⁾	$0	147,989.381	D
OP Units	⁽⁶⁾	01/11/2022		J		18,048.225		⁽²⁾	⁽²⁾	Common Stock	18,048.225	$0	166,037.606⁽⁷⁾	D

Explanation of Responses:

1. Represents conversion 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"), previously issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs, into limited partnership interest in PECO OP ("OP Units"). At issuance, the Class B Units were subject to vesting, and did not have full parity with the OP Units with respect to liquidating distributions, but upon the occurrence of certain events described in PECO OP's partnership agreement, including the common stock price performance, the Class B Units achieved full parity with the OP Units, and converted to OP Units on a one-for-one basis, still subject to any vesting requirements.

2. 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-to-one basis, beginning one year from the date of issuance and have no expiration date. OP Units issued upon conversion of unvested Class B Units are still subject to the same vesting schedule as the originally granted unvested Class B Units.

3. 9,901 vested units and 3,300 unvested units, which will vest in full on January 1, 2023.

4. 3,428 vested units and 10,286 unvested units, which will vest in increments of 3,428 units on January 1, 2023, January 1, 2024 and January 1, 2025.

5. 53,390 unvested units, which will vest 50% on January 15, 2023 and the remaining 50% on July 15, 2024.

6. Reflects OP Units acquired by the Reporting Person in a pro- rata distribution in accordance with respective partnership interests in Phillips Edison Limited Partnership, for no consideration, exempted under Rule 16a-9.

7. Total vested and unvested OP Units held are reflected in Column 9. Of the 166,037.606 OP Units held by the Reporting Person, 99,061.606 are vested and 66,976 are unvested.

Remarks:

	/s/ Jennifer Robison, Attorney-in-Fact	01/13/2022
	** 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).
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