Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Roberts Timothy D.
2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2018
3. Issuer Name and Ticker or Trading Symbol
Phillips 66 [PSX]
(Last)
(First)
(Middle)
2331 CITYWEST BLVD.
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HOUSTON, TX 77042
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1) 18,860 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (2) 04/04/2026 Common Stock 28,400 $ 85.9732 D  
Employee Stock Option (Right to Buy)   (3) 02/07/2027 Common Stock 30,700 $ 78.475 D  
Employee Stock Option (Right to Buy)   (4) 02/06/2028 Common Stock 25,900 $ 94.85 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roberts Timothy D.
2331 CITYWEST BLVD.
HOUSTON, TX 77042
      Executive Vice President  

Signatures

Amanda K. Maki as Attorney in Fact for Timothy D. Roberts 05/14/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 18,860 Restricted Stock Units (RSUs) that settle for shares of Phillips 66 common stock on a 1-for-1 basis, generally on the third anniversary of the date of grant. 6,040 RSUs will vest on February 2, 2019; 6,617 RSUs will vest on February 7, 2020; and 6,203 RSUs will vest on February 6, 2021.
(2) The stock options become exercisable in three equal annual installments beginning on April 4, 2017.
(3) The stock options become exercisable in three equal annual installments beginning on February 7, 2018.
(4) The stock options become exercisable in three equal annual installments beginning on February 6, 2019.

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