4//SEC Filing
PHILLIPS EDISON GROCERY CENTER REIT I, INC. 4
Accession 0001144204-15-013285
$PECOCIK 0001476204operating
Filed
Mar 1, 7:00 PM ET
Accepted
Mar 2, 4:10 PM ET
Size
7.2 KB
Accession
0001144204-15-013285
Insider Transaction Report
Form 4
Bessey John
President
Transactions
- Other
Class B operating partnership units
2015-02-19+142,052→ 142,052 totalExercise: $0.00→ Common Stock (142,052 underlying)
Footnotes (2)
- [F1]Within 60 days after the end of each calendar quarter (subject to the approval of its board of directors), the Company pays an asset management subordinated participation by issuing a number of restricted operating partnership units designated as Class B units to American Realty Capital II Advisors, LLC and Phillips Edison NTR LLC equal to: (i) the excess of the product of (x) the cost of the operating partnership's assets multiplied by (y)0.25%; divided by (ii) the value of one share of the Company's common stock as of the last day of such calendar quarter net of the selling commissions and dealer manager fees payable on shares of our common stock in the Company's initial public offering. Phillips Edison NTR LLC received 85% of such Class B units. The termination of the Company's advisory agreement with American Realty Capital II Advisors, LLC on December 3, 2014 caused those Class B units issued as compensation for asset management services provided through the termination to vest, subject to confirmation by the Company's independent directors that the value of the operating partnership's assets plus all distributions made equaled or exceeded the total amount of capital contributed by investors plus a 6% cumulative, pre-tax, non-compounded annual return thereon as of December 3, 2014. The independent directors confirmed that such economic hurdle had been met on February 19, 2015. Phillips Edison NTR LLC assigned 6% of the vested Class B units it owned to the reporting person on the date that vesting was confirmed.
- [F2]The Class B units are exchangeable for cash or, at the option of the operating partnership shares of the Company's common stock on a one-to-one basis. Class B units are exchangeable, except under certain limited circumstances, beginning one year from the date of issuance and have no expiration date.
Documents
Issuer
PHILLIPS EDISON GROCERY CENTER REIT I, INC.
CIK 0001476204
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0001476204
Filing Metadata
- Form type
- 4
- Filed
- Mar 1, 7:00 PM ET
- Accepted
- Mar 2, 4:10 PM ET
- Size
- 7.2 KB