Form 4 for PECO Phillips Edison & Company, Inc.
Accepted 2022-03-03 00:00:00 ET · period of report 2022-03-01 · accession 0001476204-22-000040 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2022-03-03 | 2022-01-15 | PECO | Edison Jeffrey | COB, CEO, Dir | J - Other | $0.00 | -2.25 | 0 | -100% | $0 |
| DM | 2022-03-03 | 2022-01-15 | PECO | Edison Jeffrey | COB, CEO, Dir | J - Other | $0.00 | -2.19 | 0 | -100% | $0 |
| DM | 2022-03-03 | 2022-03-01 | PECO | Edison Jeffrey | COB, CEO, Dir | A - Grant | $0.00 | +94.0K | 4,499 | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2022-01-15 | J | A | 12,088 | $0.00 | 12,088 | I By Father's Trust | — | — | (F2) Reflects total shares held by the entity, and as to which Mr. Edison has shared voting and dispositive power. Mr. Edison disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 2 | Common | Class B Common Stock | 2022-01-15 | J | D | 12,088.89 | $0.00 | 0 | I By Father's Trust | — | — | |
| 3 | Common | Common Stock | 2022-01-15 | J | A | 77,354 | $0.00 | 77,354 | I By Edison Properties LLC | — | — | (F2) Reflects total shares held by the entity, and as to which Mr. Edison has shared voting and dispositive power. Mr. Edison disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 4 | Common | Class B Common Stock | 2022-01-15 | J | D | 77,354.70 | $0.00 | 0 | I By Edison Properties LLC | — | — | |
| 5 | Common | Common Stock | 2022-01-15 | J | A | 99,508 | $0.00 | 175,859 | D By PELP | — | — | (F3) Phillips Edison Limited Partnership ("PELP") is a Delaware limited partnership. Mr. Edison is the manager of the general partner of PELP. |
| 6 | Common | Class B Common Stock | 2022-01-15 | J | D | 99,510.19 | $0.00 | 0 | D By PELP | — | — | |
| 7 | Common | Common Stock | 2022-01-15 | J | A | 33,333 | $0.00 | 33,333 | I | — | — | (F2) Reflects total shares held by the entity, and as to which Mr. Edison has shared voting and dispositive power. Mr. Edison disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. (F4) Mr. Edison acquired an indirect beneficial ownership in these securities upon his appointment as a trustee to this trust on September 30, 2021. |
| 8 | Common | Class B Common Stock | 2022-01-15 | J | D | 33,333.33 | $0.00 | 0 | I | — | — | (F4) Mr. Edison acquired an indirect beneficial ownership in these securities upon his appointment as a trustee to this trust on September 30, 2021. |
| 9 | Common | Common Stock | 2022-01-15 | J | A | 33,333 | $0.00 | 33,333 | I By Mother's Trust | — | — | (F2) Reflects total shares held by the entity, and as to which Mr. Edison has shared voting and dispositive power. Mr. Edison disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. (F4) Mr. Edison acquired an indirect beneficial ownership in these securities upon his appointment as a trustee to this trust on September 30, 2021. |
| 10 | Common | Class B Common Stock | 2022-01-15 | J | D | 33,333.33 | $0.00 | 0 | I By Mother's Trust | — | — | (F4) Mr. Edison acquired an indirect beneficial ownership in these securities upon his appointment as a trustee to this trust on September 30, 2021. |
| 11 | Derivative | Class B Units | 2022-03-01 | A | A | 36,540 | $0.00 | 36,540 | D | — · — to — | 36,540 Common Stock | (F8) At issuance, the Class B Units of limited partnership interests of PECO OP ("Class B Units") do not have full parity with the OP Units with respect to liquidating distributions, but upon the occurrence of certain events described in PECO OP's partnership agreement, including the Common Stock price performance, could over time achieve full parity with the OP Units for all purposes. Upon achieving full parity with OP Units, the Class B Units would convert into an equal number of OP Units, subject to any remaining time-based vesting conditions of the converted unvested Class B Units. The Class B Units have no expiration date. (F5) Limited partnership interests ("OP Units") in Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership ("PECO OP") 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. OP Units issued upon conversion of unvested Class B Units are still subject to the same vesting schedule as the originally granted unvested Class B Units. (F9) Represents the grant of Class B Units in 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. |
| 12 | Derivative | OP Units | 2022-03-01 | A | A | 52,942 | $0.00 | 3,264,887.67 | D | — · — to — | 52,942 Common Stock | (F7) Total vested and and unvested OP Units held are reflected in Column 9: Of the 3,264,887.667 OP Units held by the Reporting Person, 3,098,481.667 are vested and 166,406 are unvested. (F5) Limited partnership interests ("OP Units") in Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership ("PECO OP") 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. OP Units issued upon conversion of unvested Class B Units are still subject to the same vesting schedule as the originally granted unvested Class B Units. (F6) Represents OP Units earned based upon the Issuer's achievement of performance metrics under the 2019-2021 Performance-Based LTIP Units. Represents 26,471 vested units and 26,471 unvested units, which will vest in full on December 31, 2022. |
| 13 | Derivative | Class B Units | 2022-03-01 | A | A | 4,498.80 | $0.00 | 4,498.80 | D | — · — to — | 4,498.80 Common Stock | (F8) At issuance, the Class B Units of limited partnership interests of PECO OP ("Class B Units") do not have full parity with the OP Units with respect to liquidating distributions, but upon the occurrence of certain events described in PECO OP's partnership agreement, including the Common Stock price performance, could over time achieve full parity with the OP Units for all purposes. Upon achieving full parity with OP Units, the Class B Units would convert into an equal number of OP Units, subject to any remaining time-based vesting conditions of the converted unvested Class B Units. The Class B Units have no expiration date. (F5) Limited partnership interests ("OP Units") in Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership ("PECO OP") 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. OP Units issued upon conversion of unvested Class B Units are still subject to the same vesting schedule as the originally granted unvested Class B Units. |