Edison Jeffrey Form 4 Phillips Edison & Company / Jeffrey Edison ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Edison Jeffrey

(Last)

(First)

(Middle)

11501 NORTHLAKE DRIVE

(Street)

CINCINNATI

45249

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Phillips Edison & Company, Inc. [ PECO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OP Units	⁽¹⁾	02/28/2025		J			610,000⁽²⁾	⁽¹⁾	⁽¹⁾	Common Stock	610,000	$0	1,814,405.871⁽²⁾⁽³⁾	I	By Jeffrey Edison Family Trust
OP Units	⁽¹⁾	02/28/2025		J		610,000⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	610,000	$0	1,976,004.285⁽²⁾⁽³⁾	D
Class B Units	⁽¹⁾⁽⁴⁾	03/01/2025		A⁽⁴⁾		43,011		⁽¹⁾⁽⁵⁾	⁽¹⁾⁽⁴⁾	Common Stock	43,011	$0	43,011⁽⁵⁾	D
Class B Units	⁽¹⁾⁽⁶⁾	03/01/2025		M⁽⁶⁾			9,135	⁽¹⁾⁽⁷⁾	⁽¹⁾⁽⁶⁾	Common Stock	9,135	$0	9,135⁽⁷⁾	D
Class B Units	⁽¹⁾⁽⁶⁾	03/01/2025		M⁽⁶⁾			9,003	⁽¹⁾⁽⁸⁾	⁽¹⁾⁽⁶⁾	Common Stock	9,003	$0	18,006⁽⁸⁾	D
Class B Units	⁽¹⁾⁽⁶⁾	03/01/2025		M⁽⁶⁾			10,781	⁽¹⁾⁽⁹⁾	⁽¹⁾⁽⁶⁾	Common Stock	10,781	$0	32,346⁽⁹⁾	D
OP Units	⁽¹⁾⁽⁶⁾	03/01/2025		M⁽⁶⁾		28,919		⁽¹⁾	⁽¹⁾	Common Stock	28,919	$0	2,004,923.285	D
OP Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	2,150,000		2,150,000⁽³⁾	I	By Sprinkles Trust LLC
OP Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	1,134,215.303		1,134,215.303⁽³⁾	I	By Edison Properties LLC
OP Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	479,093.389		479,093.389⁽³⁾	I	By Spouse's Family Trust
OP Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	431,233.177		431,233.177⁽³⁾	I	By Edison Family Trust
OP Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	330,666.876		330,666.876⁽³⁾	I	By Edison Ventures Trust
OP Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	276,927.452		276,927.452⁽³⁾	I	By Old 97, Inc
OP Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	211,265.707		211,265.707⁽³⁾	I	By Spouse's Trust
OP Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	60,583.377		60,583.377⁽³⁾	I	By Father's Trust

Explanation of Responses:

1. 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 and are not subject to vesting.

2. Reflects the transfer of OP Units at fair market value in partial satisfaction of a promissory note between estate planning trusts controlled by Mr. Edison and his spouse.

3. 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. Represents the grant of Class B Units of limited partnership interests ("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. At issuance, the Class B Units do not have full parity with 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.

5. 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 10,753 units on March 1, 2026, March 1, 2027, and March 1, 2028, and 10,752 units on March 1, 2029, subject to continued service with the Company.

6. 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.

7. Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units will vest in full on March 1, 2026, subject to continued service with the Company.

8. 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, 2026, and March 1, 2027, subject to continued service with the Company.

9. 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 10,782 units on March 1, 2026, March 1, 2027, and March 1, 2028, subject to continued service with the Company.

Remarks:

	/s/ Jennifer Robison, Attorney-in-Fact	03/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Edison Jeffrey Form 4Phillips Edison & Company / Jeffrey Edison ownership change