Form 4: PECO CEO Edison Restructures 1.9M Shares for Estate Planning

Phillips Edison & Company CEO Jeffrey Edison executed an internal transfer of beneficial ownership for nearly 2 million OP Units for estate planning purposes.

Summary

• Jeffrey Edison, Chairman and CEO of Phillips Edison & Company, Inc. (PECO), reported a change in beneficial ownership structure.
• The transaction involved 1,999,800 OP Units in Phillips Edison Grocery Center Operating Partnership I, L.P. (PECO OP), which are exchangeable for PECO Common Stock on a one-for-one basis.
• The change reflects the transfer by Mr. Edison of non-voting units in Junebug Trust I, LLC, representing the 1,999,800 shares, to the Jeffrey Edison Family Trust.
• This transfer was conducted for estate planning purposes, in exchange for a promissory note of equal value to the transferred non-voting units.
• Junebug Trust I, LLC continues to own the underlying shares, and Mr. Edison maintains control over Junebug Trust I, LLC.
• Mr. Edison also reported indirect beneficial ownership of additional OP Units through various trusts and entities, including 2,150,000 via Sprinkles Trust LLC, 1,814,405.871 via Jeffrey Edison Family Trust, and other amounts through Edison Properties LLC, Spouse's Family Trust, Edison Family Trust, Edison Ventures Trust, Old 97, Inc, Spouse's Trust, and Father's Trust.
• Mr. Edison disclaims beneficial ownership of these indirectly held shares except to the extent of his pecuniary interest therein.

Sentiment

Score: 5

Explanation: The filing reports an internal restructuring of beneficial ownership for estate planning purposes, which is a neutral event regarding the company's operational performance or market value.

Related Party Transactions

• The transfer of non-voting units occurred between entities (Junebug Trust I, LLC and Jeffrey Edison Family Trust) both controlled by Jeffrey Edison, indicating an internal related-party restructuring for estate planning.

Stakeholder Impact

• Shareholders: Minimal direct impact as the transaction is an internal restructuring of beneficial ownership and does not involve a market sale or purchase of company shares.
• Management: Reflects personal estate planning by the Chairman and CEO, with no reported changes to his role or responsibilities.

Key Dates

Keywords

Phillips Edison & Company, PECO, Jeffrey Edison, Form 4, Insider Transaction, Beneficial Ownership, Estate Planning, OP Units, Corporate Governance