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^*

Edison Jeffrey

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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⁾	03/01/2024		A⁽¹⁾		43,127		⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾	Common Stock	43,127	$0	43,127⁽³⁾	D
Class B Units	⁽²⁾⁽⁴⁾	03/01/2024		M⁽⁴⁾			9,135	⁽²⁾⁽⁵⁾	⁽²⁾⁽⁴⁾	Common Stock	9,135	$0	18,270⁽⁵⁾	D
Class B Units	⁽²⁾⁽⁴⁾	03/01/2024		M⁽⁴⁾			9,002	⁽²⁾⁽⁶⁾	⁽²⁾⁽⁴⁾	Common Stock	9,002	$0	27,009⁽⁶⁾	D
OP Units	⁽²⁾⁽⁴⁾	03/01/2024		M⁽⁴⁾		18,137		⁽²⁾	⁽²⁾	Common Stock	18,137	$0	3,329,127.331	D
OP Units	⁽²⁾	03/01/2024		A⁽⁷⁾		26,810		⁽²⁾	⁽²⁾	Common Stock	26,810	$0	3,355,937.331	D
OP Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	2,424,405.871		2,424,405.871⁽⁸⁾	I	By Jeffrey Edison Family Trust
OP Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	1,134,215.303		1,134,215.303⁽⁸⁾	I	By Edison Properties LLC
OP Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	500,593.389		500,593.389⁽⁸⁾	I	By Spouse's Family Trust
OP Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	431,233.177		431,233.177⁽⁸⁾	I	By Edison Family Trust
OP Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	330,666.876		330,666.876⁽⁸⁾	I	By Edison Ventures Trust
OP Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	276,927.452		276,927.452⁽⁸⁾	I	By Old 97, Inc
OP Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	211,265.707		211,265.707⁽⁸⁾	I	By Spouse's Trust
OP Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	60,583.377		60,583.377⁽⁸⁾	I	By Father's Trust
Class C Units	⁽²⁾⁽⁹⁾	03/01/2024		A⁽¹⁰⁾		26,811		⁽²⁾⁽¹⁰⁾	⁽²⁾⁽⁹⁾	Common Stock	26,811	$0	26,811	D
Class C Units	⁽²⁾⁽⁹⁾	03/01/2024		A⁽¹¹⁾		3,951.954		⁽²⁾⁽¹¹⁾	⁽²⁾⁽⁹⁾	Common Stock	3,951.954	$0	3,951.954	D

Explanation of Responses:

1. Represents the grant 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"), under the Issuer's long term incentive plan. The Class B Units vest in four equal annual installments on the anniversary of the date of grant, subject to continued service. At issuance, the Class B Units do not have full parity with common units of limited partnership interest in PECO OP ("OP Units") with respect to liquidating distributions, but upon the occurrence of certain events described in PECO OP's partnership agreement, based upon capital account balance per unit, 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 convert into an equal number of OP Units. The Class B Units have no expiration date.

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-for-one basis, and have no expiration date and are not subject to vesting.

3. Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units will vest in increments of 10,782 units on March 1, 2025, March 1, 2026 and March 1, 2027 and 10,781 units on March 1, 2028.

4. Represents the vesting of Class B Units in PECO OP, previously 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 OP Units, but upon the occurrence of certain events described in PECO OP's partnership agreement, based upon capital account balance per unit, could over time achieve full parity with the OP Units for all purposes. Upon vesting, having previously achieved full parity with OP Units, the Class B Units were converted into an equal number of OP Units. The Class B Units have no expiration date.

5. Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units will vest in increments of 9,135 units on March 1, 2025 and March 1, 2026, subject to continued service with the Company.

6. Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units will vest in increments of 9,003 units on March 1, 2025, March 1, 2026, and March 1, 2027, subject to continued service with the Company.

7. Represents OP Units earned based upon the Issuer's achievement of performance metrics under the 2021-2023 Performance-Based LTIP Units.

8. Reflects total shares held by the entity, and as to which Mr. Edison has shared voting and dispositive power. Mr. Edison disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

9. Represents Class C Units of limited partnership interests ("Class C Units") in PECO OP. At issuance, the Class C Units do not have full parity with the OP Units, but upon achieving parity with the OP Units under the PECO OP's partnership agreement, based upon capital account balance per unit, and upon satisfaction of any applicable vesting conditions, the vested Class C Units convert to OP Units on a one-for-one basis. The Class C Units have no expiration date.

10. Represents unvested Class C Units earned based upon the Issuer's achievement of the performance metrics under the 2021-2023 Performance-Based LTIP Units which will vest in full on December 31, 2024, subject to continued service with the Company.

11. Represents 1,975.977 vested, and 1,975.977 unvested, earned Class C Units issued in lieu of cash dividends accrued on the earned 2021-2023 Performance-Based LTIP Units. The unvested Class C units will vest in full on December 31, 2024, subject to continued service with the Company.

Remarks:

	/s/ Jennifer Robison, Attorney-in-Fact	03/05/2024
	** 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).
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