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Item 8.01. Other Events Unregistered Sale of Equity Securities.

On May 18, 2017, Phillips Edison Grocery Center REIT I, Inc. (the
Company) entered into a definitive contribution agreement (the
Contribution Agreement) to acquire real estate assets and the
third party asset management business of its sponsor, Phillips
Edison Limited Partnership (PELP), in a stock and cash
transaction valued at approximately $1.0 billion, subject to
closing adjustments (Transaction).

In connection with entry into the Contribution Agreement, certain
investor communications were prepared and are filed herewith. On
or around May 26, 2017, the Company began having its transfer
agent, DST Systems, Inc., use the prepared talking points
regarding the Transaction. The talking points are attached hereto
as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Statement Concerning Forward-Looking

Certain statements contained in this Current Report on Form 8-K
may be considered forward-looking statements within the meaning
of Section 27A of the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
including statements regarding the transaction and the ability to
consummate the transaction and anticipated accretion, dividend
coverage, dividends and other anticipated benefits of the
transaction. The Company intends for all such forward-looking
statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 27A of the
Securities Act and Section 21E of the Exchange Act, as
applicable. Such statements include, in particular, statements
about the Companys plans, strategies, and prospects and are
subject to certain risks and uncertainties, as well as known and
unknown risks, which could cause actual results to differ
materially from those projected or anticipated. Therefore, such
statements are not intended to be a guarantee of the Companys
performance in future periods. Such forward-looking statements
can generally be identified by our use of forward-looking
terminology such as pro forma, may, will, would, could, should,
expect, intend, anticipate, estimate, believe, continue, or other
similar words. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date of this release. The Company makes no representation or
warranty (express or implied) about the accuracy of any such
forward-looking statements contained in this release, and does
not intend, and undertakes no obligation, to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.

Additional Information and Where to Find It:

This communication does not constitute a solicitation of any vote
or approval in respect of the proposed Transaction involving the
Company or otherwise. In connection with the proposed
Transaction, a Stockholder Meeting will be announced soon to
obtain stockholder approval. In connection with the proposed
Transaction, the Company intends to file relevant materials,
including a proxy statement, with the SEC. The Companys
stockholders are urged to read the definitive proxy statement and
other relevant materials when they become available because they
will contain important information about the Company and the
proposed Transaction. The proxy statement and other relevant
materials (when they become available), and any other documents
filed by the Company with the SEC, may be obtained free of charge
at the SECs website at, at the Companys
website at or by sending a
written request to the Company at 11501 Northlake Drive,
Cincinnati, OH 45249, Attention: Investor Relations.

Participants in the Solicitation

The Company and its directors, executive officers and certain
other members of management may be deemed to be participants in
soliciting proxies from the Companys stockholders in favor of the
proposed Transaction. Information regarding the persons who may,
under the rules of the SEC, be considered to be participants in
the solicitation of the Companys stockholders in connection with
the proposed Transaction and their ownership of Company Stock
will be set forth in the proxy statement for its annual meeting
of stockholders. Investors can find more information about the
Companys executive officers and directors in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2016.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

No. Description
99.1 Talking Points (DST Systems, Inc.)


PHILLIPS EDISON GROCERY CENTER REIT I, INC. (OTCMKTS:PDRG) closed its last trading session 00.0000 at 0.0100 with shares trading hands.

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