SEC Form 4 · accession 0000899243-18-008025
Phillips Edison & Company, Inc. · PECO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Edison
Officer — Chairman of the Board & CEO · Director
Period of report
Jan 5, 2018
Accepted (ET)
Mar 19, 2018 · 6:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001476204
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B UnitsF1,F2,F3 | — | Mar 15, 2018 | A | 275,426 | A | — | — | OP Units | 275,426 | 275,426 | D |
| Phantom UnitsF4 | — | Jan 5, 2018 | M | 149,100 | D | — | — | OP Units | 149,100 | 372,450 | D |
Explanation of responses
- F1Represents 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.
- F2Each 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.
- F3The 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.
- F4149,100 Phantom Units vested on January 1, 2018 and were settled for cash.
Remarks
Exhibit 24 - Power of Attorney (filed herewith)