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Filing Details

Accession Number:: 0001534701-16-000145
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-06-30 16:38:04
Reporting Period:: 2016-06-29

Filing Date:: 2016-06-30
Accepted Time:: 2016-06-30 16:38:04
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
1547331	Ann Paula Johnson	3010 Briarpark Drive Houston TX 77042	Executive Vp And Gen Counsel	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
Common Stock	Acquisiton	2016-06-29	16,735	$31.25	35,952	No	4	M	Direct
Common Stock	Acquisiton	2016-06-29	23,406	$32.03	59,358	No	4	M	Direct
Common Stock	Disposition	2016-06-29	40,141	$79.57	19,217	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
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	2016-06-29	16,735	$0.00	16,735	$31.25
Common Stock	Employee Stock Option (Right to Buy)	Disposition	2016-06-29	23,406	$0.00	23,406	$32.03

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2021-02-10	No	4	M	Direct
0		2022-02-09	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Restricted Stock Units	23,324	Direct
Common Stock	1,101	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	12,000	12,000	Direct
Common Stock	Stock Options (Right to Buy)	$72.26	2024-02-06	19,600	19,600	Direct
Common Stock	Stock Options (Right to Buy)	$74.14	2025-02-03	25,100	25,100	Direct
Common Stock	Employee Stock Option (Right to Buy)	$78.62	2026-02-02	32,800	32,800	Direct
Common Stock	Performance Stock Units	$0.00		59,104	59,104	Direct
Common Stock	Phantom Stock	$0.00		590	590	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2023-02-07	12,000	12,000	Direct
2024-02-06	19,600	19,600	Direct
2025-02-03	25,100	25,100	Direct
2026-02-02	32,800	32,800	Direct
	59,104	59,104	Direct
	590	590	Direct

Footnotes

Includes shares received upon the lapse of restrictions on Restricted Stock Units, which were previously reported in Table I holdings.
The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.10 to $79.84. 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.
The stock units will be forfeited if the reporting person separates from service prior to the end of an escrow period ending on the earliest to occur of the following: (a) termination of employment as a result of layoff; (b) termination of employment after attainment of age 55 with five years of service; (c) termination of employment due to death or total disability; or (d) termination of employment following a change in control. During the escrow period, the reporting person may not dispose of the stock units. The stock units will convert to common stock on the later of (a) the end of the escrow period or (b) the earlier of (i) death or (ii) six months after separation from service in which case the stock units will convert to common stock. The reporting person may also elect to defer conversion of stock units until a later date.
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 are fully vested.
The stock options become 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.
The 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.
Performance Stock Units settle for cash based on the fair market value on the vesting date, which is the third anniversary of the grant provided performance criteria are met.
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 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.
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).
The phantom units do not have an expiration date.