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: Myers Robert F. (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-04	OP Units	$	P	11119	Acquired		Common Stock (11119)	Direct
2017-10-04	OP Units	$	P	50688	Acquired		Common Stock (50688)	Indirect
2017-10-04	Class B units	$	J	17976	Disposed		OP Units (17976)	Indirect
2017-10-04	OP Units	$	J	1103	Acquired		Common Stock (1103)	Direct
2017-10-04	OP Units	$	J	16873	Acquired		Common Stock (16873)	Indirect
2017-10-04	Phantom units	$	A	519834	Acquired		OP Units (519834)	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: Reflects 11,119 OP Units distributed by the Contributors to the Reporting Person at the Closing, inclusive of OP Units held by affiliates for whom the Reporting Person is an economic beneficiary.

F3: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

F4: In the Contribution Agreement, each OP Unit was valued at $10.20 per unit.

F5: Reflects the Reporting Person's interest in (i) 3,394,685 OP Units held in escrow by an escrow agent as credit support for certain contingent obligations under the Contribution Agreement and OP Units retained by a Contributor.

F6: The Reporting Person controls PELP.

F7: Prior to the Closing, the Company paid to one of the Contributors as partial consideration for asset management services restricted profits interest units designated as Class B units. At issuance, the Class B units were subject to vesting, and did not have full parity with OP Units with respect to liquidating distributions, but upon the occurrence of certain events described in PECO I OP's partnership agreement, could over time achieve full parity with the OP Units for all purposes. Upon vesting and achieving full parity with OP Units, the Class B unit would convert into an equal number of OP Units. At the Closing, approximately 4.8 million Class B Units held by Phillips Edison Limited Partnership ("PELP") vested and converted into OP Units.

F8: Reflects the Reporting Person's interest in the 4.8 million Class B units held by PELP that vested and were converted into OP Units at the Closing.

F9: Reflects OP Units which were (i) converted from Class B units and (ii) distributed by the Contributors to the Reporting Person at the Closing.

F10: The 1,103 acquired OP Units are included in the 12,222 OP Units referenced in Column 9 of the first line item above.

F11: Reflects the Reporting Person's interest in the OP Units which (i) were converted from Class B units and (ii) are being held by PELP until two years from the date the Class B units were issued.

F12: The 16,873 acquired OP Units are included in the 67,561 OP Units referenced in Column 9 of the second line item above.

F13: In accordance with the terms of the Contribution Agreement and effective as of the Closing, the Reporting Person entered into an RMU Cancellation and Exchange Agreement with PELP and PECO I OP, pursuant to which the Reporting Person's restricted management units of PELP (the "RMUs") were cancelled at the Closing in exchange for the right to receive three Phantom Units (as defined below) for each cancelled RMU. A "Phantom Unit" represents the right of each executive to receive from PECO I OP cash equal to the fair market value of one OP Unit upon vesting, as well as, the right to receive in cash, the equivalent of any dividend payable with respect to OP Units, regardless of whether the Phantom Unit is vested.

F14: 155,421 Phantom Units will vest on December 31, 2017. 177,066 Phantom Units will vest on December 31, 2018. 160,122 Phantom Units will vest on December 31, 2019. 27,225 Phantom Units will vest on December 31, 2020. All vesting is subject to continued employment.