Sec Form 4 Filing - Murphy Devin Ignatius @ Phillips Edison & Company, Inc. - 2021-04-29

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Murphy Devin Ignatius 2. Issuer Name and Ticker or Trading Symbol Phillips Edison & Company, Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 11501 NORTHLAKE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/29/2021 (Street) CINCINNATI, OH45249 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Class B Units ( 1 ) ( 2 ) 04/29/2021 J 21,302 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 21,302 $ 0 64,680.28 D Class B Units ( 1 ) ( 2 ) 04/29/2021 J 19,892 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 19,892 $ 0 44,788.28 D Class B Units ( 3 ) 04/29/2021 A 41,143 ( 3 ) ( 3 ) Common Stock 41,143 $ 0 85,931.28 D OP Units ( 4 ) 04/29/2021 J 21,302 ( 2 ) ( 2 ) Common Stock 21,302 $ 0 541,938.29 D OP Units ( 4 ) 04/29/2021 J 19,892 ( 2 ) ( 2 ) Common Stock 19,892 $ 0 561,830.29 D OP Units ( 5 ) ( 6 ) ( 2 ) ( 2 ) Common Stock 749,091.792 749,091.792 I Help by DJM Investments LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Murphy Devin Ignatius 11501 NORTHLAKE DRIVE CINCINNATI, OH45249 President Signatures /s/ Tanya Brady, Attorney-in-Fact 05/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents vesting 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"), 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 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, 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. ( 2 )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-to-one basis, beginning one year from the date of issuance and have no expiration date. ( 3 )On April 29, 2021, the Compensation Committee of the Board of Directors of Phillips Edison & Company, Inc. granted Mr. Murphy a long-term incentive award, including 41,143 fully vested Class B Units. ( 4 )Reflects the number of OP Units received upon conversion of an equal number of Class B Units in the line above. ( 5 )Mr. Murphy is the manager of DJM Investments LLC and, therefore, has voting and dispositive control of the OP Units held by it. ( 6 )OP Units previously reported as directly held by Mr. Murphy.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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