Caulfield John P Form 3/A Phillips Edison & Company / John P Caulfield ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Caulfield John P

(Last) (First) (Middle)

11501 NORTHLAKE DRIVE

(Street)

CINCINNATI OH 45249

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/03/2019

3. Issuer Name and Ticker or Trading Symbol
Phillips Edison & Company, Inc. [ NONE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO & Treasurer

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/03/2019

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,518	D
Restricted Stock Units	38,968(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Units	(2)	(2)	OP Units	6,063	0.0	D

Explanation of Responses:

1. 4,060 restricted stock units ("RSUs") will vest on each of January 1, 2020 and January 1, 2021, 29,060 RSUs will vest on January 1, 2022, and 1,788 RSUs will vest on January 1, 2023, each subject to continued employment.

2. 4,017 phantom units will vest on January 1, 2020 and 2,046 phantom units will vest on January 1, 2021, each subject to continued employment. Phantom units settle only in cash.

Remarks:

	/s/ Laura Richardson, Attorney-in-Fact	09/06/2019
	** 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 5 (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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