Phillips Edison & Company, Inc. — Director's Dealing 2019

Mar 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Phillips Edison & Company, Inc. (N/A)
CIK: 0001476204
Period of Report: 2019-03-12

Reporting Person: Addy Robert Mark (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-12	Class B Units	$	A	9322	Acquired		OP Units (9322)	Direct

Footnotes

F1: Represents Class B Units of limited partnership interests ("Class B Units") in Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership ("PECO I OP"), issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. At issuance, the Class B Units were subject to vesting, and did not have full parity with common units of limited partnership interest in PECO I OP ("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 Units would convert into an equal number of OP Units.

F2: Each OP Unit acquired upon conversion of a Class B Unit may be presented for redemption at the election of the holder, for cash equal to the fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each OP Unit so presented for one share of Common Stock.

F3: The Class B Units are time-based awards and vest in four equal annual installments: 25% on January 1, 2020, 25% on January 1, 2021, 25% on January 1, 2022, and 25% on January 1, 2023, subject to continued employment.