Sec Form 4/A Filing - Myers Robert F. @ Phillips Edison & Company, Inc. - 2022-01-11

FORM 4/A 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) 01/11/2022 (Street) CINCINNATI, OH45249 4. If Amendment, Date Original Filed (MM/DD/YY) 01/13/2022 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 9,901 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 9,901 $ 0 3,300( 3 ) D Class B Units ( 1 )( 2 ) 01/11/2022 M 3,428 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 3,428 $ 0 10,286( 4 ) D OP Units ( 1 )( 2 ) 01/11/2022 M 9,901 ( 2 ) ( 2 ) Common Stock 9,901 $ 0 95,633.606 D OP Units ( 1 )( 2 ) 01/11/2022 M 3,428 ( 2 ) ( 2 ) Common Stock 3,428 $ 0 99,061.606 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 04/25/2022 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, but upon achieving parity with the OP Units under the PECO OP's partnership agreement, based upon capital account balance per unit, and upon satisfaction of applicable vesting conditions, the Class B Units convert to OP Units on a one-for-one basis. On January 11, 2022 the Class B Units achieved full parity with the OP Units, and the vested Class B Units converted to 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 )Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units will vest in full on January 1, 2023. ( 4 )Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units will vest in increments of 3,428 units on January 1, 2023, January 1, 2024 and January 1, 2025.

Remarks: This Form 4 Amendment corrects the originally reported transactions to reflect that only vested Class B Units converted to OP Units. Accordingly, the two transaction lines involving 53,390 wholly unvested Class B Units (disposition) converting to 53,390 OP Units (acquisition) were removed, the other four impacted conversion transactions were corrected, and the direct holdings were updated. All other reported transactions on the original Form 4 filing are correct and are not repeated in this amendment.

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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