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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Edison Jeffrey
(Last) (First) (Middle)
11501 NORTHLAKE DRIVE
(Street)
CINCINNATI OH 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)
08/08/2024
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
OP Units (1) 08/08/2024 J 2,128,500(2) (1) (1) Common Stock 2,128,500(2) (2) 2,150,000(2)(3) I By Sprinkles Trust LLC
OP Units (1) 08/08/2024 J 2,128,500(2) (1) (1) Common Stock 2,128,500(2) (2) 2,150,000(2)(3) I By Sprinkles Trust LLC
OP Units (1) (1) (1) Common Stock 1,277,014.331 1,277,014.331 D
OP Units (1) (1) (1) Common Stock 2,424,405.871 2,424,405.871(3) I By Jeffrey Edison Family Trust
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 by Mr. Edison of the non-voting units in Sprinkles Trust LLC, representing 2,128,500 shares held by Sprinkles LLC, to the Jeffrey Edison Family Trust, in exchange for a promissory note of equal value to the transferred non-voting units, for estate planning purposes. Sprinkles Trust LLC continues to own the shares and Mr. Edison continues to control Sprinkles Trust LLC.
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.
Remarks:
/s/ Jennifer Robison, Attorney-in-Fact 08/09/2024
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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