PHILLIPS EDISON & COMPANY, INC. : Unregistered Sale of Equity Securities (form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On January 11, 2022, Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership (the "Operating Partnership") and subsidiary of Phillips Edison & Company, Inc., Inc., a Maryland corporation (the "Company"), issued an aggregate of 1,587,038 common operating partnership units ("OP Units") of the Operating Partnership to Phillips Edison Limited Partnership ("PELP") in full settlement of the previously reported earn-out structure established in connection with the acquisition of PELP in 2017.

The OP Units are redeemable for cash or, at the Company's election, shares of its common stock on a one-for-one basis. The OP Units were issued in reliance upon Section 4(2) of the Securities Act of 1933, as amended.

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