Form 4 for PECO Phillips Edison & Company, Inc.
Accepted 2023-03-03 00:00:00 ET · period of report 2023-03-01 · accession 0001476204-23-000036 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-03-03 | 2023-03-01 | PECO | Edison Jeffrey | COB, CEO, Dir | A - Grant | $0.00 | +52.7K | 225.7K | +30% | $0 |
| D | 2023-03-03 | 2023-03-01 | PECO | Edison Jeffrey | COB, CEO, Dir | F - Tax | $33.79 | -12.0K | 213.7K | -5% | -$403.8K |
| DM | 2023-03-03 | 2023-03-01 | PECO | Edison Jeffrey | COB, CEO, Dir | M - OptEx | $0.00 | 0 | 3.29M | New | $0 |
| D | 2023-03-03 | 2023-03-01 | PECO | Edison Jeffrey | COB, CEO, Dir | A - Grant | $0.00 | +36.0K | 36.0K | 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 | 2023-03-01 | A | A | 52,702 | $0.00 | 225,673 | D | — | — | (F1) Represents shares of Common Stock earned based upon the Issuer's achievement of performance metrics under the 2020-2022 Performance-Based LTIP Units, 50% of which are vested and 50% of which vest on December 31, 2023, subject to continued employment. |
| 2 | Common | Common Stock | 2023-03-01 | F | D | 11,951 | $33.79 | 213,722 | D | — | — | |
| 3 | Derivative | Class B Units | 2023-03-01 | M | D | 9,135 | $0.00 | 27,405 | D | — · — to — | 9,135 Common Stock | (F9) 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 9,135 units on March 1, 2024, March 1, 2025 and March 1, 2026. (F8) 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. (F6) 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. |
| 4 | Derivative | OP Units | 2023-03-01 | M | A | 9,135 | $0.00 | 3,289,157.47 | D | — · — to — | 9,135 Common Stock | (F8) 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. (F6) 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. |
| 5 | Derivative | Class B Units | 2023-03-01 | A | A | 36,011 | $0.00 | 36,011 | D | — · — to — | 36,011 Common Stock | (F7) 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 9,003 units on March 1, 2024, March 1, 2025 and March 1, 2026 and 9,002 units on March 1, 2027. (F5) 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 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. (F6) 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. |