SEC Form 4 · accession 0001476204-19-000008
Phillips Edison & Company, Inc. · PECO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Edison
Officer — CEO, President and Chairman · Director
Period of report
Dec 31, 2018
Accepted (ET)
Jan 4, 2019 · 7:03 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 UnitsF1,F2 | — | Dec 31, 2018 | J | 1,322,020 | A | — | — | Common Stock | 1,322,020 | 21,205,148 | D |
| OP UnitsF3,F2 | — | Dec 31, 2018 | J | 1,322,020 | D | — | — | Common Stock | 1,322,020 | 691,539 | I |
| Phantom UnitsF4 | — | Jan 1, 2019 | M | 149,100 | D | — | — | OP Units | 149,100 | 223,350 | D |
| OP UnitsF5,F2 | — | Jan 2, 2019 | J | 12,503 | A | — | — | Common Stock | 12,503 | 21,217,651 | D |
| OP UnitsF3,F2 | — | Jan 2, 2019 | J | 12,503 | D | — | — | Common Stock | 12,503 | 679,036 | I |
Explanation of responses
- F1Reflects common units of limited partnership interest ("OP Units") in Phillips Edison Grocery Center Operating Partnership I, L.P. ("PECO 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.
- F2OP 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 OP, shares of the Issuer's common stock on a one-to-one basis and have no expiration date.
- F3Reflects OP Units distributed by PELP to the Reporting Person in the line above.
- F4Reflects phantom units that vested on January 1, 2019 and were settled in cash.
- F5Reflects OP Units acquired by the Reporting Person as a distribution from PELP upon the second annual vesting of his PELP C Units.