SEC Form 4 · accession 0001144204-15-013918
Phillips Edison & Company, Inc. · PECO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Edison
Officer — CEO and Chairman of Board · Director
Period of report
Feb 19, 2015
Accepted (ET)
Mar 4, 2015 · 3:59 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B operating partnership unitsF1,F2,F3 | $0.00 | Feb 19, 2015 | J | 2,082,536 | A | — | — | Common Stock | 2,082,536 | 2,082,536 | I |
Explanation of responses
- F1Within 60 days after the end of each calendar quarter (subject to the approval of its board of directors), the Company pays an asset management subordinated participation by issuing a number of restricted operating partnership units designated as Class B units to American Realty Capital II Advisors, LLC and Phillips Edison NTR LLC equal to: (i) the excess of the product of (x) the cost of the operating partnership's assets multiplied by (y)0.25%; divided by (ii) the value of one share of the Company's common stock as of the last day of such calendar quarter net of the selling commissions and dealer manager fees payable on shares of our common stock in the Company's initial public offering. Phillips Edison NTR LLC received 85% of such Class B units. The termination of the Company's advisory agreement with American Realty Capital II Advisors, LLC on December 3, 2014 caused those Class B units issued as compensation for asset management services provided through the termination to vest, subject to confirmation by the Company's independent directors that the value of the operating partnership's assets plus all distributions made equaled or exceeded the total amount of capital contributed by investors plus a 6% cumulative, pre-tax, non-compounded annual return thereon as of December 3, 2014. The independent directors confirmed that such economic hurdle had been met on February 19, 2015.
- F2The Class B units are exchangeable for cash or, at the option of the operating partnership shares of the Company's common stock on a one-to-one basis. Class B units are exchangeable, except under certain limited circumstances, beginning one year from the date of issuance and have no expiration date.
- F3The reporting person indirectly owns and controls the entity that owns the reported securities.