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Filing Details

Accession Number:: 0001534701-16-000185
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-12-05 15:56:36
Reporting Period:: 2016-12-02

Filing Date:: 2016-12-05
Accepted Time:: 2016-12-05 15:56:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1534701	Phillips 66	PSX	Petroleum Refining (2911)	453779385

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1547334	Michael Lawrence Ziemba	2331 Citywest Blvd. Houston TX 77042	Executive Vp, Refining	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2016-12-02	101,909	$32.03	113,996	No	4	M	Direct
Common Stock	Disposition	2016-12-02	101,909	$85.24	12,087	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (Right to Buy)	Disposition	2016-12-02	101,909	$0.00	101,909	$32.03

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2022-02-09	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Restricted Stock Units	22,394	Direct
Common Stock	2,508	Indirect	By Phillips 66 Savings Plan

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Options (Right to Buy)	$62.17	2023-02-07	23,900	23,900	Direct
Common Stock	Stock Options (Right to Buy)	$72.26	2024-02-06	26,600	26,600	Direct
Common Stock	Employee Stock Option (Right to Buy)	$74.14	2025-02-03	28,000	28,000	Direct
Common Stock	Employee Stock Option (Right to Buy)	$78.62	2026-02-02	32,200	32,200	Direct
Common Stock	Phantom Stock	$0.00		2,703	2,703	Direct
Common Stock	Performance Stock Units	$0.00		145,838	145,838	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2023-02-07	23,900	23,900	Direct
2024-02-06	26,600	26,600	Direct
2025-02-03	28,000	28,000	Direct
2026-02-02	32,200	32,200	Direct
	2,703	2,703	Direct
	145,838	145,838	Direct

Footnotes

The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.00 to $85.67. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
Restricted Stock Units settle for shares of Phillips 66 common stock on a 1-for-1 basis on the third anniversary of the grant provided performance criteria are met.
Includes shares acquired through on-going acquisitions under 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-1.
The stock options became exercisable in three equal annual installments beginning on February 9, 2013.
The stock options become exercisable in three equal annual installments beginning on February 7,2014.
The stock options become exercisable in three equal annual installments beginning on February 6, 2015.
These stock options become exercisable in three equal annual installments beginning on February 3, 2016.
The stock options become exercisable in three equal annual installments beginning on February 2, 2017.
The shares of phantom stock convert to Phillips 66 stock on a 1-for-1 basis.
The shares of phantom stock were acquired under a Defined Contribution Makeup Plan providing for settlement upon termination of employment, subject to possible deferred payment in certain circumstances. The reporting of this transaction is not an acknowledgment that it is not an exempt transaction under an Excess Benefit Plan pursuant to Rule 16b-3(c).
Performance Stock Units (PSUs) settle for shares of Phillips 66 common stock on a 1-for-1 basis at the end of the escrow period. The escrow period for performance periods beginning prior to 2009 ends upon separation of service. The escrow period for performance periods after 2009 ends on the earliest to occur of: (a) five years; (b) termination of employment as a result of layoff; (c) termination of employment after attainment of age 55 with five years of service; (d) termination of employment due to death or total disability; or (e) termination of employment following a change in control. The PSUs will be forfeited if the reporting person separates from service prior to the end of the escrow period for any reason other than those listed above. During the escrow period, the reporting person may not dispose of PSUs. The reporting person may also elect to defer settlement of PSUs until a later date.
The Performance Stock Units do not have an expiration date.