Phillips Edison & Company, Inc. — Director's Dealing 2021

May 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Phillips Edison & Company, Inc. (NONE)
CIK: 0001476204
Period of Report: 2021-04-29

Reporting Person: Murphy Devin Ignatius (President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-29	Class B Units	$	J	21302	Disposed		Common Stock (21302.0)	Direct
2021-04-29	Class B Units	$	J	19892	Disposed		Common Stock (19892.0)	Direct
2021-04-29	Class B Units	$	A	41143	Acquired		Common Stock (41143.0)	Direct
2021-04-29	OP Units	$	J	21302	Acquired		Common Stock (21302.0)	Direct
2021-04-29	OP Units	$	J	19892	Acquired		Common Stock (19892.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
OP Units	$		Common Stock (749091.792)	749091.792	Indirect

Footnotes

F1: Represents vesting of 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 OP"), previously 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 OP ("OP Units") with respect to liquidating distributions, but upon the occurrence of certain events described in PECO OP's partnership agreement, could over time achieve full parity with the OP Units for all purposes. Upon vesting, having previously achieved full parity with OP Units, the Class B Units were converted into an equal number of OP Units.

F2: OP 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, beginning one year from the date of issuance and have no expiration date.

F3: On April 29, 2021, the Compensation Committee of the Board of Directors of Phillips Edison & Company, Inc. granted Mr. Murphy a long-term incentive award, including 41,143 fully vested Class B Units.

F4: Reflects the number of OP Units received upon conversion of an equal number of Class B Units in the line above.

F5: Mr. Murphy is the manager of DJM Investments LLC and, therefore, has voting and dispositive control of the OP Units held by it.

F6: OP Units previously reported as directly held by Mr. Murphy.