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

Jan 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Phillips Edison & Company, Inc. (NONE)
CIK: 0001476204
Period of Report: 2020-12-31

Reporting Person: Myers Robert F. (Chief Operating Officer & SVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-01	Common Stock	F	2688	$8.75	Disposed	42258.495	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-31	Phantom Units	$	M	27225	Disposed		Common Stock (27225)	Direct
2021-01-01	Class B Units	$	J	19313	Disposed		OP Units (19313)	Direct
2021-01-01	OP Units	$	J	19313	Acquired		Common Stock (19313)	Direct
2021-01-01	OP Units	$	J	12461.849	Disposed		Common Stock (12461.849)	Indirect
2021-01-01	OP Units	$	J	12461.849	Acquired		Common Stock (12461.849)	Direct
2021-01-01	OP Units	$	J	1183.429	Acquired		Common Stock (1183.429)	Indirect

Footnotes

F1: Shares surrendered to cover tax liability upon vesting of restricted stock units.

F2: Reflects phantom units that vested on December 31, 2020 and were settled in cash.

F3: 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 on 1/1/21, having previously achieved full parity with OP Units, the Class B Units were converted into an equal number of OP Units.

F4: 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.

F5: Reflects the number of OP Units received upon conversion of an equal number Class B Units in the line above.

F6: Reflects OP Units acquired by the Reporting Person as a distribution from Phillips Edison Limited Partnership ("PELP"). This is a correction to the typographical error made in the number of OP Units reported indirectly held by PELP in the Form 4 filed on January 3, 2020.

F7: Reflects OP Units distributed by PELP to the Reporting Person in the line above.

F8: Reflects Reporting Person's indirect ownership of OP Units received by PELP from the wind-down of a separate investment.