SEC Form 4 · accession 0000899243-18-013959
Phillips Edison & Company, Inc. · PECO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Mark Addy
Officer — Executive Vice President
Period of report
May 23, 2018
Accepted (ET)
May 24, 2018 · 8:30 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 operating partnership unitsF1,F2 | — | May 23, 2018 | M | 6,546 | D | — | — | OP Units | 6,546 | 135,506 | D |
| OP UnitsF2,F3 | — | May 23, 2018 | J | 6,546 | A | — | — | Common Stock | 6,546 | 212,073 | 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 partial consideration for asset management services. 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.
- F2OP Units acquired upon conversion of Class B 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 I 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.
- F36,546.23 OP Units were acquired by the Reporting Person upon conversion of an equal number of Class B Units.