SEC Form 4 · accession 0001140361-17-042246
Phillips Edison & Company, Inc. · PECO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Devin Ignatius Murphy
Officer — CFO, Secretary and Treasurer
Period of report
Oct 4, 2017
Accepted (ET)
Nov 13, 2017 · 7:05 pm EST
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OP UnitsF2,F4,F1,F3 | — | Oct 4, 2017 | P | 664,037 | A | — | — | Common Stock | 664,037 | 694,640 | D |
| OP UnitsF5,F4,F6,F1,F3 | — | Oct 4, 2017 | P | 362,940 | A | — | — | Common Stock | 362,940 | 483,757 | I |
| Class B unitsF8,F4,F6,F7,F3 | — | Oct 4, 2017 | J | 151,420 | D | — | — | OP Units | 151,420 | 0 | I |
| OP UnitsF9,F4,F10,F7,F3 | — | Oct 4, 2017 | J | 30,603 | A | — | — | Common Stock | 30,603 | 0 | D |
| OP UnitsF11,F4,F12,F6,F7,F3 | — | Oct 4, 2017 | J | 120,817 | A | — | — | Common Stock | 120,817 | 0 | I |
| Phantom unitsF13,F14 | — | Oct 4, 2017 | A | 437,256 | A | — | — | OP Units | 437,256 | 437,256 | D |
Explanation of responses
- F1On October 4, 2017, pursuant to the closing (the "Closing") of that certain Contribution Agreement (the "Contribution Agreement") by and among the issuer (the "Company"), its operating partnership subsidiary, Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership ("PECO I OP"), the entities named on Exhibit A therein (the "Contributors"), and Jeffrey S. Edison, as the representative of the Contributors, the Contributors contributed to PECO I OP all of the issued and outstanding equity interests of certain of the Contributors' subsidiaries identified on Exhibit B of the Contribution Agreement (collectively the "Contributed Companies"), in exchange for which (i) PECO I OP issued the Contributors approximately 39.4 million common operating partnership units ("OP Units") of PECO I OP, plus cash and the contingent right to receive up to approximately 12.5 million OP Units if certain milestones are achieved as set forth in the Contribution Agreement.
- F10The 30,603 acquired OP Units are included in the 694,640 OP Units referenced in Column 9 of the first line item above.
- F11Reflects the Reporting Person's interest in the OP Units which (i) were converted from Class B units and (ii) are being held by PELP until two years from the date the Class B units were issued.
- F12The 120,817 acquired OP Units are included in the 483,757 OP Units referenced in Column 9 of the second line item above.
- F13In accordance with the terms of the Contribution Agreement and effective as of the Closing, the Reporting Person entered into an RMU Cancellation and Exchange Agreement with PELP and PECO I OP, pursuant to which the Reporting Person's restricted management units of PELP (the "RMUs") were cancelled at the Closing in exchange for the right to receive three Phantom Units (as defined below) for each cancelled RMU. A "Phantom Unit" represents the right of each executive to receive from PECO I OP cash equal to the fair market value of one OP Unit upon vesting, as well as, the right to receive in cash, the equivalent of any dividend payable with respect to OP Units, regardless of whether the Phantom Unit is vested.
- F1455,800 Phantom Units will vest on January 1, 2018. 177,078 Phantom Units will vest on each of January 1, 2019. 204,378 Phantom Units will vest on June 3, 2019. All vesting is subject to continued employment.
- F2Reflects 664,037 OP Units distributed by the Contributors to the Reporting Person at the Closing, inclusive of OP Units held by affiliates for whom the Reporting Person is an economic beneficiary.
- F3OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.
- F4In the Contribution Agreement, each OP Unit was valued at $10.20 per unit.
- F5Reflects the Reporting Person's interest in (i) 3,394,685 OP Units held in escrow by an escrow agent as credit support for certain contingent obligations under the Contribution Agreement and OP Units retained by a Contributor.
- F6The Reporting Person controls PELP.
- F7Prior to the Closing, the Company paid to one of the Contributors as partial consideration for asset management services restricted profits interest units designated as Class B units. At issuance, the Class B units were subject to vesting, and did not have full parity with 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 unit would convert into an equal number of OP Units. At the Closing, approximately 4.8 million Class B Units held by Phillips Edison Limited Partnership ("PELP") vested and converted into OP Units.
- F8Reflects the Reporting Person's interest in the 4.8 million Class B units held by PELP that vested and were converted into OP Units at the Closing.
- F9Reflects OP Units which were (i) converted from Class B units and (ii) distributed by the Contributors to the Reporting Person at the Closing.