PECO

SEC source: 0001140361-17-042243 · doc1.xml · derivative · entry 2

Edison Jeffrey · CIK 0001548377 · Director · CEO and Charman of the Board

10b5-1 filing: Not disclosed

Ownership: Indirect · By PELP

Disclosed balance after: 2,805,817

Underlying: Common Stock · 2,105,071 shares

Expires not disclosed

F1 · derivative.exercise_price: On October 4, 2017, pursuant to the closing (the "Closing") of that certain Contribution Agreement (the "Contribution Agreement") by and among the issuer (the "Company"), its operating partnership subsidiary, Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership ("PECO I OP"), the entities named on Exhibit A therein (the "Contributors"), and Jeffrey S. Edison, as the representative of the Contributors, the Contributors contributed to PECO I OP all of the issued and outstanding equity interests of certain of the Contributors' subsidiaries identified on Exhibit B of the Contribution Agreement (collectively the "Contributed Companies"), in exchange for which (i) PECO I OP issued the Contributors approximately 39.4 million common operating partnership units ("OP Units") of PECO I OP, plus cash and the contingent right to receive up to approximately 12.5 million OP Units if certain milestones are achieved as set forth in the Contribution Agreement.

F5 · shares: Reflects the Reporting Person's interest in (i) 3,394,685 OP Units held in escrow by an escrow agent as credit support for certain contingent obligations under the Contribution Agreement and OP Units retained by a Contributor.

F4 · price: In the Contribution Agreement, each OP Unit was valued at $10.20 per unit.

F3 · derivative.exercise_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

F3 · derivative.expiration_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

F6 · ownership.nature: The Reporting Person controls PELP.

SEC source: 0001140361-17-042243 · doc1.xml · derivative · entry 1

Edison Jeffrey · CIK 0001548377 · Director · CEO and Charman of the Board

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,117,346

Underlying: Common Stock · 17,392,769 shares

Expires not disclosed

F1 · derivative.exercise_price: On October 4, 2017, pursuant to the closing (the "Closing") of that certain Contribution Agreement (the "Contribution Agreement") by and among the issuer (the "Company"), its operating partnership subsidiary, Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership ("PECO I OP"), the entities named on Exhibit A therein (the "Contributors"), and Jeffrey S. Edison, as the representative of the Contributors, the Contributors contributed to PECO I OP all of the issued and outstanding equity interests of certain of the Contributors' subsidiaries identified on Exhibit B of the Contribution Agreement (collectively the "Contributed Companies"), in exchange for which (i) PECO I OP issued the Contributors approximately 39.4 million common operating partnership units ("OP Units") of PECO I OP, plus cash and the contingent right to receive up to approximately 12.5 million OP Units if certain milestones are achieved as set forth in the Contribution Agreement.

F2 · shares: Reflects 17,392,769 OP Units distributed by the Contributors to the Reporting Person at the Closing, inclusive of OP Units held by affiliates for whom the Reporting Person is an economic beneficiary.

F4 · price: In the Contribution Agreement, each OP Unit was valued at $10.20 per unit.

F3 · derivative.exercise_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

F3 · derivative.expiration_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

SEC source: 0001140361-17-042238 · doc1.xml · derivative · entry 7

Addy Robert Mark · CIK 0001548380 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 29,106

Underlying: OP Units · 29,106 shares

Expires not disclosed

F14 · derivative.exercise_price: In accordance with the terms of the Contribution Agreement and effective as of the Closing, the Reporting Person entered into an RMU Cancellation and Exchange Agreement with PELP and PECO I OP, pursuant to which the Reporting Person's restricted management units of PELP (the "RMUs") were cancelled at the Closing in exchange for the right to receive three Phantom Units (as defined below) for each cancelled RMU. A "Phantom Unit" represents the right of each executive to receive from PECO I OP cash equal to the fair market value of one OP Unit upon vesting, as well as, the right to receive in cash, the equivalent of any dividend payable with respect to OP Units, regardless of whether the Phantom Unit is vested.

F15 · derivative.exercise_date: 9,246 Phantom Units will vest on each of January 1, 2018 and January 1, 2019. 9,249 Phantom Units will vest on January 1, 2020. 1,365 Phantom Units will vest on January 1, 2021. All vesting is subject to continued employment.

F15 · derivative.expiration_date: 9,246 Phantom Units will vest on each of January 1, 2018 and January 1, 2019. 9,249 Phantom Units will vest on January 1, 2020. 1,365 Phantom Units will vest on January 1, 2021. All vesting is subject to continued employment.

SEC source: 0001140361-17-042238 · doc1.xml · derivative · entry 6

Addy Robert Mark · CIK 0001548380 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 91,389.56 shares

Expires not disclosed

F7 · derivative.exercise_price: Prior to the Closing, the Company paid to one of the Contributors as partial consideration for asset management services restricted profits interest units designated as Class B units. At issuance, the Class B units were subject to vesting, and did not have full parity with OP Units with respect to liquidating distributions, but upon the occurrence of certain events described in PECO I OP's partnership agreement, could over time achieve full parity with the OP Units for all purposes. Upon vesting and achieving full parity with OP Units, the Class B unit would convert into an equal number of OP Units. At the Closing, approximately 4.8 million Class B Units held by Phillips Edison Limited Partnership ("PELP") vested and converted into OP Units.

F13 · shares: Reflects the Reporting Person's transfer to PELP of 91,389.56 OP Units in connection with taxes resulting from the distribution of 220,770.90 OP Units that were distributed to him as described in footnote (9) above.

F4 · price: In the Contribution Agreement, each OP Unit was valued at $10.20 per unit.

F3 · derivative.exercise_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

F3 · derivative.expiration_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

F10 · balance_after: The 179,556.34 OP Units referenced in Column 9 of the first line item above includes the acquisition of 220,770.90 OP Units and the disposition of 91,389.56 OP Units

SEC source: 0001140361-17-042238 · doc1.xml · derivative · entry 5

Addy Robert Mark · CIK 0001548380 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Indirect · By PELP

Disclosed balance after: 0

Underlying: Common Stock · 91,779.21 shares

Expires not disclosed

F7 · derivative.exercise_price: Prior to the Closing, the Company paid to one of the Contributors as partial consideration for asset management services restricted profits interest units designated as Class B units. At issuance, the Class B units were subject to vesting, and did not have full parity with OP Units with respect to liquidating distributions, but upon the occurrence of certain events described in PECO I OP's partnership agreement, could over time achieve full parity with the OP Units for all purposes. Upon vesting and achieving full parity with OP Units, the Class B unit would convert into an equal number of OP Units. At the Closing, approximately 4.8 million Class B Units held by Phillips Edison Limited Partnership ("PELP") vested and converted into OP Units.

F11 · shares: Reflects the Reporting Person's interest in the OP Units which (i) were converted from Class B units and (ii) are being held by PELP until two years from the date the Class B units were issued.

F4 · price: In the Contribution Agreement, each OP Unit was valued at $10.20 per unit.

F3 · derivative.exercise_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

F3 · derivative.expiration_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

F12 · balance_after: The 91,779.21 acquired OP Units are included in the 100,474.21 OP Units referenced in Column 9 of the second line item above.

F6 · ownership.nature: The Reporting Person controls PELP.

SEC source: 0001140361-17-042238 · doc1.xml · derivative · entry 4

Addy Robert Mark · CIK 0001548380 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 220,770.9 shares

Expires not disclosed

F7 · derivative.exercise_price: Prior to the Closing, the Company paid to one of the Contributors as partial consideration for asset management services restricted profits interest units designated as Class B units. At issuance, the Class B units were subject to vesting, and did not have full parity with OP Units with respect to liquidating distributions, but upon the occurrence of certain events described in PECO I OP's partnership agreement, could over time achieve full parity with the OP Units for all purposes. Upon vesting and achieving full parity with OP Units, the Class B unit would convert into an equal number of OP Units. At the Closing, approximately 4.8 million Class B Units held by Phillips Edison Limited Partnership ("PELP") vested and converted into OP Units.

F9 · shares: Reflects OP Units which were (i) converted from Class B units and (ii) distributed by the Contributors to the Reporting Person at the Closing.

F4 · price: In the Contribution Agreement, each OP Unit was valued at $10.20 per unit.

F3 · derivative.exercise_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

F3 · derivative.expiration_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

F10 · balance_after: The 179,556.34 OP Units referenced in Column 9 of the first line item above includes the acquisition of 220,770.90 OP Units and the disposition of 91,389.56 OP Units

SEC source: 0001140361-17-042238 · doc1.xml · derivative · entry 3

Addy Robert Mark · CIK 0001548380 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Indirect · By PELP

Disclosed balance after: 0

Underlying: OP Units · 312,550.11 shares

Expires not disclosed

F7 · derivative.exercise_price: Prior to the Closing, the Company paid to one of the Contributors as partial consideration for asset management services restricted profits interest units designated as Class B units. At issuance, the Class B units were subject to vesting, and did not have full parity with OP Units with respect to liquidating distributions, but upon the occurrence of certain events described in PECO I OP's partnership agreement, could over time achieve full parity with the OP Units for all purposes. Upon vesting and achieving full parity with OP Units, the Class B unit would convert into an equal number of OP Units. At the Closing, approximately 4.8 million Class B Units held by Phillips Edison Limited Partnership ("PELP") vested and converted into OP Units.

F8 · shares: Reflects the Reporting Person's interest in the 4.8 million Class B units held by PELP that vested and were converted into OP Units at the Closing.

F4 · price: In the Contribution Agreement, each OP Unit was valued at $10.20 per unit.

F3 · derivative.exercise_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

F3 · derivative.expiration_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

F6 · ownership.nature: The Reporting Person controls PELP.

SEC source: 0001140361-17-042238 · doc1.xml · derivative · entry 2

Addy Robert Mark · CIK 0001548380 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Indirect · By PELP

Disclosed balance after: 100,474.21

Underlying: Common Stock · 8,695 shares

Expires not disclosed

F1 · derivative.exercise_price: On October 4, 2017, pursuant to the closing (the "Closing") of that certain Contribution Agreement (the "Contribution Agreement") by and among the issuer (the "Company"), its operating partnership subsidiary, Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership ("PECO I OP"), the entities named on Exhibit A therein (the "Contributors"), and Jeffrey S. Edison, as the representative of the Contributors, the Contributors contributed to PECO I OP all of the issued and outstanding equity interests of certain of the Contributors' subsidiaries identified on Exhibit B of the Contribution Agreement (collectively the "Contributed Companies"), in exchange for which (i) PECO I OP issued the Contributors approximately 39.4 million common operating partnership units ("OP Units") of PECO I OP, plus cash and the contingent right to receive up to approximately 12.5 million OP Units if certain milestones are achieved as set forth in the Contribution Agreement.

F5 · shares: Reflects the Reporting Person's interest in (i) 3,394,685 OP Units held in escrow by an escrow agent as credit support for certain contingent obligations under the Contribution Agreement and OP Units retained by a Contributor.

F4 · price: In the Contribution Agreement, each OP Unit was valued at $10.20 per unit.

F3 · derivative.exercise_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

F3 · derivative.expiration_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

F6 · ownership.nature: The Reporting Person controls PELP.

SEC source: 0001140361-17-042238 · doc1.xml · derivative · entry 1

Addy Robert Mark · CIK 0001548380 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 179,556.34

Underlying: Common Stock · 50,175 shares

Expires not disclosed

F1 · derivative.exercise_price: On October 4, 2017, pursuant to the closing (the "Closing") of that certain Contribution Agreement (the "Contribution Agreement") by and among the issuer (the "Company"), its operating partnership subsidiary, Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership ("PECO I OP"), the entities named on Exhibit A therein (the "Contributors"), and Jeffrey S. Edison, as the representative of the Contributors, the Contributors contributed to PECO I OP all of the issued and outstanding equity interests of certain of the Contributors' subsidiaries identified on Exhibit B of the Contribution Agreement (collectively the "Contributed Companies"), in exchange for which (i) PECO I OP issued the Contributors approximately 39.4 million common operating partnership units ("OP Units") of PECO I OP, plus cash and the contingent right to receive up to approximately 12.5 million OP Units if certain milestones are achieved as set forth in the Contribution Agreement.

F2 · shares: Reflects 50,175 OP Units distributed by the Contributors to the Reporting Person at the Closing, inclusive of OP Units held by affiliates for whom the Reporting Person is an economic beneficiary.

F4 · price: In the Contribution Agreement, each OP Unit was valued at $10.20 per unit.

F3 · derivative.exercise_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

F3 · derivative.expiration_date: OP Units are exchangeable for cash or, at the option of PECO I OP, shares of the Company's common stock on a one-to-one basis, beginning one year from the date of issuance and have no expiration date.

SEC source: 0001638599-17-001103 · doc4_5068.xml · nonDerivative · entry 1

QUAZZO STEPHEN R · CIK 0001105602 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,902

F1 · shares: The shares reported relate to restricted stock awarded to the reporting person and are subject to specified vesting provisions.

F2 · balance_after: Includes 4,289 shares of restricted stock awarded to the reporting person that are subject to specified vesting and settlement provisions.

SEC source: 0001638599-17-001102 · doc4_5064.xml · nonDerivative · entry 1

Massey Paul · CIK 0001548379 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,358.08

F1 · shares: The shares reported relate to restricted stock awarded to the reporting person and are subject to specified vesting provisions.

F2 · balance_after: Includes 4,289 shares of restricted stock awarded to the reporting person that are subject to specified vesting and settlement provisions.

SEC source: 0001638599-17-001101 · doc4_5062.xml · nonDerivative · entry 1

CHAO LESLIE T · CIK 0001210978 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,292.53

F1 · shares: The shares reported relate to restricted stock awarded to the reporting person and are subject to specified vesting provisions.

F2 · balance_after: Includes 4,289 shares of restricted stock awarded to the reporting person that are subject to specified vesting and settlement provisions.

SEC source: 0001638599-17-001100 · doc4_5061.xml · nonDerivative · entry 1

Wood Gregory S. · CIK 0001532609 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,902

F1 · shares: The shares reported relate to restricted stock awarded to the reporting person and are subject to specified vesting provisions.

F2 · balance_after: Includes 4,289 shares of restricted stock awarded to the reporting person that are subject to specified vesting and settlement provisions.