Sec Form 4 Filing - Myers Robert F. @ Phillips Edison & Company, Inc. - 2022-03-01

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 Myers Robert F. 2. Issuer Name and Ticker or Trading Symbol Phillips Edison & Company, Inc. [ PECO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer & EVP (Last) (First) (Middle) 11501 NORTHLAKE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2022 (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 Class B Common Stock 01/15/2022 J( 1 ) V 5,485.587 D $ 0 0 D Common Stock 01/15/2022 J( 1 ) V 5,485 A $ 0 12,697 D Class B Common Stock 01/15/2022 J( 1 ) V 544.951 D $ 0 0 I By IRA Common Stock 01/15/2022 J( 1 ) V 544 A $ 0 544 I By IRA

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 OP Units ( 2 ) 03/01/2022 A( 3 ) 16,290 ( 2 )( 3 ) ( 2 ) Common Stock 16,290 $ 0 182,327.606( 4 ) D Class B Units ( 2 )( 5 ) 03/01/2022 A( 6 ) 11,243 ( 2 )( 5 )( 6 ) ( 2 )( 5 ) Common Stock 11,243 $ 0 11,243 D Class B Units ( 2 )( 5 ) 03/01/2022 A( 7 ) 1,384.259 ( 2 )( 5 ) ( 2 )( 5 ) Common Stock 1,384.259 $ 0 1,384.259 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Myers Robert F. 11501 NORTHLAKE DRIVE CINCINNATI, OH45249 Chief Operating Officer & EVP Signatures /s/ Jennifer Robison, Attorney-in-Fact 03/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 15, 2022, the issued and outstanding shares of Class B Common Stock automatically converted back to shares of the Issuer's listed Common Stock, on a one-for-one basis, with cash paid in lieu of fractional shares, in a reclassification transaction exempt under Rule 16b-7. ( 2 )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. 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 )Represents OP Units earned based upon the Issuer's achievement of performance metrics under the 2019-2021 Performance-Based LTIP Units. Represents 8,145 vested units and 8,145 unvested units, which will vest in full on December 31, 2022. ( 4 )Total vested and and unvested OP Units held are reflected in Column 9: Of the 182,327.606 OP Units held by the Reporting Person, 107,206.606 are vested and 75,121 are unvested. ( 5 )At issuance, the Class B Units of limited partnership interests of PECO OP ("Class B Units") do 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, could over time achieve full parity with the OP Units for all purposes. Upon achieving full parity with OP Units, the Class B Units would convert into an equal number of OP Units, subject to any remaining time-based vesting conditions of the converted unvested Class B Units. The Class B Units have no expiration date. ( 6 )Represents the grant of 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. ( 7 )Represents vested Class B Units issued in lieu of cash dividends accrued on the earned 2019-2021 Performance-Based LTIP Units.

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).

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