SEC Form 4 · accession 0001476204-18-000055
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 the Board · Director
Period of report
Dec 15, 2017
Accepted (ET)
Nov 20, 2018 · 2:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001476204
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 16, 2018 | A | 104,267 | — | A | 447,442 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OP UnitsF2,F3 | — | Dec 15, 2017 | J | 761,196 | A | — | — | Common Stock | 761,196 | 19,878,542 | D |
| OP UnitsF4,F3 | — | Dec 15, 2017 | J | 761,196 | D | — | — | Common Stock | 761,196 | 2,018,145 | I |
| OP UnitsF5,F3 | — | Jul 3, 2018 | J | 4,586 | A | — | — | Common Stock | 4,586 | 19,883,128 | D |
| OP UnitsF4,F3 | — | Jul 3, 2018 | J | 4,586 | D | — | — | Common Stock | 4,586 | 2,013,559 | I |
Explanation of responses
- F1Received in exchange for shares of Phillips Edison Grocery Center REIT II, Inc. ("REIT II") in connection with the merger of REIT II into Phillips Edison & Company, Inc. ("PECO"). On the effective date of the merger, each share of REIT II common stock was exchanged for 2.04 shares of PECO common stock, which is equivalent to a value of $22.54 per REIT II share based on PECO's most recent estimated net asset value per share of $11.05.
- F2Reflects common units of limited partnership interest ("OP Units") in Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership ("PECO I OP") acquired by the Reporting Person as a distribution from Phillips Edison Limited Partnership ("PELP") that PELP made to its partners on a pro rata basis.
- F3OP 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.
- F4Reflects OP Units distributed by PELP to the Reporting Person in the line above.
- F5Reflects OP Units acquired by the Reporting Person as a distribution from PELP in connection with the first annual vesting of C Units in PELP, which vest in four equal annual installments beginning on January 1, 2018.