0001476204-24-000034.txt : 20240305 0001476204-24-000034.hdr.sgml : 20240305 20240305164617 ACCESSION NUMBER: 0001476204-24-000034 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240301 FILED AS OF DATE: 20240305 DATE AS OF CHANGE: 20240305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Caulfield John P CENTRAL INDEX KEY: 0001786866 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40594 FILM NUMBER: 24721554 MAIL ADDRESS: STREET 1: 11501 NORTHLAKE DRIVE CITY: CINCINNATI STATE: OH ZIP: 45249 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Phillips Edison & Company, Inc. CENTRAL INDEX KEY: 0001476204 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 271106076 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11501 NORTHLAKE DRIVE CITY: CINCINNATI STATE: OH ZIP: 45249 BUSINESS PHONE: 513-554-1110 MAIL ADDRESS: STREET 1: 11501 NORTHLAKE DRIVE CITY: CINCINNATI STATE: OH ZIP: 45249 FORMER COMPANY: FORMER CONFORMED NAME: PHILLIPS EDISON GROCERY CENTER REIT I, INC. DATE OF NAME CHANGE: 20141205 FORMER COMPANY: FORMER CONFORMED NAME: Phillips Edison Grocery Center REIT I, Inc. DATE OF NAME CHANGE: 20141205 FORMER COMPANY: FORMER CONFORMED NAME: Phillips Edison - ARC Shopping Center REIT Inc. DATE OF NAME CHANGE: 20091105 4 1 wk-form4_1709675159.xml FORM 4 X0508 4 2024-03-01 0 0001476204 Phillips Edison & Company, Inc. PECO 0001786866 Caulfield John P 11501 NORTHLAKE DRIVE CINCINNATI OH 45249 0 1 0 0 CFO, EVP & Treasurer 0 Class B Units 2024-03-01 4 A 0 10138 0 A Common Stock 10138 10138 D Class B Units 2024-03-01 4 M 0 1134 0 D Common Stock 1134 2268 D Class B Units 2024-03-01 4 M 0 1962 0 D Common Stock 1962 5887 D OP Units 2024-03-01 4 M 0 3096 0 A Common Stock 3096 24949 D OP Units 2024-03-01 4 A 0 3327 0 A Common Stock 3327 28276 D Class C Units 2024-03-01 4 A 0 3328 0 A Common Stock 3328 3328 D Class C Units 2024-03-01 4 A 0 493.434 0 A Common Stock 493.434 493.434 D Represents the grant 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"), under the Issuer's long term incentive plan. The Class B Units vest in four equal annual installments on the anniversary of the date of grant, subject to continued service. At issuance, the Class B Units do 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, based upon capital account balance per unit, 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 convert into an equal number of OP Units. The Class B Units have no expiration date. 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-for-one basis, and have no expiration date and are not subject to vesting. Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units will vest in increments of 2,535 units on March 1, 2025 and March 1, 2026 and 2,534 units on March 1, 2027 and March 1, 2028. Represents the vesting of Class B Units in 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 OP Units, but upon the occurrence of certain events described in PECO OP's partnership agreement, based upon capital account balance per unit, 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. The Class B Units have no expiration date. Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units will vest in increments of 1,134 units on March 1, 2025 and March 1, 2026, subject to continued service with the Company. Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units will vest in increments of 1,962 units on March 1, 2025, and March 1, 2026, and 1,963 units on March 1, 2027, subject to continued service with the Company. Represents OP Units earned based upon the Issuer's achievement of performance metrics under the 2021-2023 Performance-Based LTIP Units. Represents Class C Units of limited partnership interests ("Class C Units") in PECO OP. At issuance, the Class C Units do not have full parity with the OP Units, but upon achieving parity with the OP Units under the PECO OP's partnership agreement, based upon capital account balance per unit, and upon satisfaction of any applicable vesting conditions, the vested Class C Units convert to OP Units on a one-for-one basis. The Class C Units have no expiration date. Represents unvested Class C Units earned based upon the Issuer's achievement of the performance metrics under the 2021-2023 Performance-Based LTIP Units which will vest in full on December 31, 2024, subject to continued service with the Company. Represents 246.717 vested, and 246.717 unvested, earned Class C Units issued in lieu of cash dividends accrued on the earned 2021-2023 Performance-Based LTIP Units. The unvested Class C units will vest in full on December 31, 2024, subject to continued service with the Company. /s/ Jennifer Robison, Attorney-in-Fact 2024-03-05