Phillips Edison & Company, Inc. — Director's Dealing 2017

Nov 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PHILLIPS EDISON GROCERY CENTER REIT I, INC. (N/A)
CIK: 0001476204
Period of Report: 2017-10-04

Reporting Person: Robison Jennifer L (Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-04	Phantom Units	$	A	32676	Acquired		OP Units (32676)	Direct

Footnotes

F1: On 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.

F2: In 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.