SEC Form 4 · accession 0001140361-17-042256
Phillips Edison & Company, Inc. · PECO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jennifer L Robison
Officer — Chief Accounting Officer
Period of report
Oct 4, 2017
Accepted (ET)
Nov 13, 2017 · 7:16 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF1,F2 | — | Oct 4, 2017 | A | 32,676 | A | — | — | OP Units | 32,676 | 32,676 | 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.
- F2In accordance with the terms of the Contribution Agreement and effective as of the Closing, 6,600 Phantom Units will vest on each of January 1, 2018 and January 1, 2019. 16,176 Phantom Units will vest on January 1, 2020. 3,300 Phantom Units will vest on January 1, 2021. All vesting is subject to continued employment.