SEC Form 4 · accession 0001476204-19-000012
Phillips Edison & Company, Inc. · PECO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert F. Myers
Officer — Chief Operating Officer & SVP
Period of report
Dec 15, 2017
Accepted (ET)
Jan 4, 2019 · 7:07 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 | holding | — | — | — | 1,509 | D | ||
| Common Stock | holding | — | — | — | 2,639 | I | Held by PELP |
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 | 487 | A | — | — | Common Stock | 487 | 12,709 | D |
| OP UnitsF4,F3 | — | Dec 15, 2017 | J | 1,126 | D | — | — | Common Stock | 1,126 | 66,436 | I |
| OP UnitsF5,F3 | — | Jul 3, 2018 | J | 4,571 | A | — | — | Common Stock | 4,571 | 17,280 | D |
| OP UnitsF6,F3 | — | Jul 3, 2018 | J | 4,571 | D | — | — | Common Stock | 4,571 | 61,865 | I |
| OP UnitsF7,F3 | — | Dec 31, 2018 | J | 8,731 | A | — | — | Common Stock | 8,731 | 26,011 | D |
| OP UnitsF6,F3 | — | Dec 31, 2018 | J | 8,731 | D | — | — | Common Stock | 8,731 | 53,134 | I |
| Phantom UnitsF8 | — | Dec 31, 2018 | M | 177,066 | D | — | — | OP Units | 177,066 | 187,347 | D |
| OP UnitsF9,F3 | — | Jan 2, 2019 | J | 12,462 | A | — | — | Common Stock | 12,462 | 38,473 | D |
| OP UnitsF6,F3 | — | Jan 2, 2019 | J | 12,462 | D | — | — | Common Stock | 12,462 | 40,672 | I |
Explanation of responses
- F1Includes 104 shares acquired under the Issuer's dividend reinvestment plan.
- F2Reflects 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.
- 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 OP, shares of the Issuer's common stock on a one-to-one basis and have no expiration date.
- F4Reflects OP Units distributed by PELP to the Reporting Person in the line above and a pro rata reduction in OP Units returned to PECO OP by PELP due to post-closing adjustments pursuant to that certain Contribution Agreement dated October 4, 2017 by and among the Issuer, PECO OP, the entities named on Exhibit A therein (the "Contributors"), and Jeffrey S. Edison, as the representative of the Contributors.
- F5Reflects OP Units acquired by the Reporting Person as a distribution from PELP in connection with the first annual vesting of his PELP C Units, which vest in four equal annual installments beginning on January 1, 2018.
- F6Reflects OP Units distributed by PELP to the Reporting Person in the line above.
- F7Reflects OP Units acquired by the Reporting Person as a distribution from PELP that PELP made to its partners on a pro rata basis.
- F8Reflects phantom units that vested on December 31, 2018 and were settled in cash.
- F9Reflects OP Units distributed by PELP to the Reporting Person upon the second annual vesting of his PELP C Units.