FEE TABLES FOR FORMS
F-1, F-3, F-4
S-1, S-3, S-4 and S-11
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Phillips Edison & Company, Inc.
Phillips Edison grocery Center Operating Partnership I, L.P.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||
Fees to Be Paid | ||||||||||||||||||||||||
Equity | Phillips Edison & Company, Inc. Common Stock | (1) | $250,000,000 | $250,000,000 | .0000977 | $23,175 | ||||||||||||||||||
Fees Previously Paid | ||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | Debt | Phillips Edison & Company, Inc., Debt Securities, Phillips Edison Grocery Center Operating Partnership I, L.P., Debt Securities | Rule 457(p) | (3) | (3) | (3) | S-3 | 333-259059 and 333-259059-01 | September 20, 2021 | $70,915 | ||||||||||||||
Total Offering Amounts | $250,000,000 | $23,175 | ||||||||||||||||||||||
Total Fees Previously Paid | $70,915 | |||||||||||||||||||||||
Total Fee Offsets | $70,915 | |||||||||||||||||||||||
Net Fee Due | — |
(1) | Calculated in accordance with Rules 457(o) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”). This “Calculation of Registration Fee” table shall be deemed to update the “Calculation of Registration Fee” table in the Registration Statement on Form S-3 (File Nos. 333-262627 and 333-262627-01) filed by Phillips Edison & Company, Inc. and Phillips Edison Grocery Center Operating Partnership I, L.P. on February 10, 2022. |
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(2) | Pursuant to Rules 456(b) and 457(p) under the Securities Act, $70,915 remaining of the unutilized fees that were previously paid in connection with the Registration Statement on Form S-3 (Registration Nos. 333-259059 and 333-259059-01) filed by Phillips Edison & Company, Inc. and Phillips Edison Grocery Center Operating Partnership I, L.P. on August 25, 2021 is being carried forward and has been applied against the $23,175 registration fee due for this offering. No filing fees have been paid with respect to this offering. |
(3) | An unspecified number of securities or aggregate initial offering price, as applicable, is being registered as may from time to time be offered at unspecified prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. |
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Table 2: Fee Offset Claims and Sources
Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset | ||||||||||||
Rules 457(b) and 0-11(a)(2) | ||||||||||||||||||||||
Fee Offset Claims | ||||||||||||||||||||||
Fee Offset Sources | ||||||||||||||||||||||
Rule 457(p) | ||||||||||||||||||||||
Fee Offset Claims | ||||||||||||||||||||||
Phillips Edison & Company, Inc. and Phillips Edison Grocery Center Operating Partnership I, L.P. | S-3 | 333-259059 and 333-259059-01 | August 25, 2021 | $70,915 | Debt Securities | Debt Securities | $650,000,000 | |||||||||||||||
Fee Offset Sources | Phillips Edison & Company, Inc. and Phillips Edison Grocery Center Operating Partnership I, L.P. | S-3 | 333-259059 and 333-259059-01 | August 25, 2021 | $109,100 |
The Registration Statement on Form S-3 (Registration Nos. 333-259059 and 333-259059-01) filed by Phillips Edison & Company, Inc. and Phillips Edison Grocery Center Operating Partnership I, L.P. on August 25, 2021 was terminated in connection with the filing of the Registration Statement on Form S-3 (Registration Nos. 333-262627 and 333-262627-01) filed by Phillips Edison & Company, Inc. and Phillips Edison Grocery Center Operating Partnership I, L.P. on February 10, 2022.
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Table 3: Combined Prospectuses
Security Type | Security Class Title | | Amount of Securities Previously Registered | | | Maximum Aggregate Offering Price of Securities Previously Registered | | | Form Type | | | File Number | | | Initial Effective Date | | ||||||||
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