Sec Form 4 Filing - Edison Jeffrey @ Phillips Edison & Company, Inc. - 2022-01-11

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 Edison Jeffrey 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 (Last) (First) (Middle) 11501 NORTHLAKE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2022 (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 ) 01/11/2022 M 3,850.407 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 3,850.407 $ 0 173,140 D Class B Units ( 1 )( 2 ) 01/11/2022 M 29,416 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 29,416( 3 ) $ 0 143,724 D Class B Units ( 1 )( 2 ) 01/11/2022 M 44,571 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 44,571( 4 ) $ 0 99,153 D Class B Units ( 1 )( 2 ) 01/11/2022 M 99,153 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 99,153( 5 ) $ 0 0 D OP Units ( 1 )( 2 ) 01/11/2022 M 3,850.407 ( 2 ) ( 2 ) Common Stock 3,850.407 $ 0 2,706,222.096 D OP Units ( 1 )( 2 ) 01/11/2022 M 29,416 ( 2 )( 3 ) ( 2 ) Common Stock 29,416( 3 ) $ 0 2,735,638.096 D OP Units ( 1 )( 2 ) 01/11/2022 M 44,571 ( 2 )( 4 ) ( 2 ) Common Stock 44,571( 4 ) $ 0 2,780,209.096 D OP Units ( 1 )( 2 ) 01/11/2022 M 99,153 ( 2 )( 5 ) ( 2 ) Common Stock 99,153( 5 ) $ 0 2,879,362.096 D OP Units ( 6 ) 01/11/2022 A 332,583.571 ( 2 ) ( 2 ) Common Stock 332,583.571 $ 0 3,211,945.667( 7 ) D OP Units ( 6 ) 01/11/2022 A 204,298.929 ( 2 ) ( 2 ) Common Stock 204,298.929 $ 0 2,424,405.871( 8 ) I By Jeffrey Edison Family Trust OP Units ( 6 ) 01/11/2022 A 103,358.023 ( 2 ) ( 2 ) Common Stock 103,358.023 $ 0 1,134,215.303( 8 ) I By Edison Properties LLC OP Units ( 6 ) 01/11/2022 A 39,297.121 ( 2 ) ( 2 ) Common Stock 39,297.121 $ 0 431,233.177( 8 ) I By Edison Family Trust OP Units ( 6 ) 01/11/2022 A 30,132.795 ( 2 ) ( 2 ) Common Stock 30,132.795 $ 0 330,666.876( 8 ) I By Edison Ventures Trust OP Units ( 6 ) 01/11/2022 A 26,708.817 ( 2 ) ( 2 ) Common Stock 26,708.817 $ 0 500,593.389( 8 ) I By Spouse's Family Trust OP Units ( 6 ) 01/11/2022 A 25,235.658 ( 2 ) ( 2 ) Common Stock 25,235.658 $ 0 276,927.452( 8 ) I By Old 97, Inc OP Units ( 6 ) 01/11/2022 A 5,520.795 ( 2 ) ( 2 ) Common Stock 5,520.795 $ 0 60,583.377( 8 ) I By Father's Trust OP Units ( 6 ) 01/11/2022 A 1,710.061 ( 2 ) ( 2 ) Common Stock 1,710.061 $ 0 211,265.707( 8 ) I By Spouse's Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Edison Jeffrey 11501 NORTHLAKE DRIVE CINCINNATI, OH45249 X Chairman and CEO Signatures /s/ Jennifer Robison, Attorney-in-Fact 01/13/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents conversion 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, into limited partnership interest in PECO OP ("OP Units"). At issuance, the Class B Units were subject to vesting, and did not have full parity with the OP Units with respect to liquidating distributions, but upon the occurrence of certain events described in PECO OP's partnership agreement, including the common stock price performance, the Class B Units achieved full parity with the OP Units, and converted to OP Units on a one-for-one basis, still subject to any vesting requirements. ( 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. OP Units issued upon conversion of unvested Class B Units are still subject to the same vesting schedule as the originally granted unvested Class B Units. ( 3 )22,062 vested units and 7,354 unvested units, which will vest in full on January 1, 2023. ( 4 )11,143 vested units and 33,428 unvested units, which will vest in increments of 11,143 units on January 1, 2023, January 1, 2024 and January 1, 2025. ( 5 )99,153 unvested units, which will vest 50% on January 15, 2023 and the remaining 50% on July 15, 2024. ( 6 )Represents the OP Units issued to Phillips Edison Limited Partnership ("PELP") under that certain Contribution Agreement dated October 4, 2017, as amended, upon the Issuer's achievement of certain specified milestones and conditions, and the immediate subsequent distribution of these OP Units to the Reporting Person and his affiliated entities in an amount equal to their respective partnership interest in PELP, for no consideration. The Reporting person is the manager of the general partner of PELP and may be deemed to own the securities held by PELP, but disclaims such ownership except to the extent of his pecuniary interest therein. ( 7 )Total vested and unvested OP Units held are reflected in Column 9. Of the 3,211,945.667 OP Units held by the Reporting Person, 3,072,010.667 are vested and 139,935 are unvested. ( 8 )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.

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