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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 31.25 | 06/29/2016 | M | 16,735 | (6) | 02/10/2021 | Common Stock | 16,735 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 32.03 | 06/29/2016 | M | 23,406 | (7) | 02/09/2022 | Common Stock | 23,406 | $ 0 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 62.17 | (8) | 02/07/2023 | Common Stock | 12,000 | 12,000 | D | ||||||||
| Stock Options (Right to Buy) | $ 72.255 | (9) | 02/06/2024 | Common Stock | 19,600 | 19,600 | D | ||||||||
| Stock Options (Right to Buy) | $ 74.135 | (10) | 02/03/2025 | Common Stock | 25,100 | 25,100 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 78.62 | (11) | 02/02/2026 | Common Stock | 32,800 | 32,800 | D | ||||||||
| Performance Stock Units | (12) | (13) | (14) | Common Stock | 59,104 | 59,104 | D | ||||||||
| Phantom Stock | (15) | (16) | (17) | Common Stock | 590.425 (5) | 590.425 (5) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Johnson Paula Ann 3010 BRIARPARK DRIVE HOUSTON, TX 77042 |
Executive VP and Gen Counsel | |||
| Grant F. Adamson, Attorney-in-Fact (By Power of Attorney filed with the Commission on April 12, 2012) | 06/30/2016 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Includes shares received upon the lapse of restrictions on Restricted Stock Units, which were previously reported in Table I holdings. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | Includes shares acquired through on-going acquisitions under 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-1. |
| (6) | The stock options are fully vested. |
| (7) | The stock options become exercisable in three equal annual installments beginning on February 9, 2013. |
| (8) | The stock options become exercisable in three equal annual installments beginning on February 7, 2014. |
| (9) | The stock options become exercisable in three equal annual installments beginning on February 6, 2015. |
| (10) | The stock options become exercisable in three equal annual installments beginning on February 3, 2016. |
| (11) | The stock options become exercisable in three equal annual installments beginning on February 2, 2017. |
| (12) | 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. |
| (13) | 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. |
| (14) | The Performance Stock Units do not have an expiration date. |
| (15) | The shares of phantom stock convert to Phillips 66 stock on a 1-for-1 basis. |
| (16) | 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). |
| (17) | The phantom units do not have an expiration date. |