FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Herman Robert A 		2. Issuer Name and Ticker or Trading Symbol

Phillips 66 [ PSX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Vice President
(Last)          (First)          (Middle)

2331 CITYWEST BLVD. 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/30/2016
(Street)

HOUSTON, TX 77042
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/30/2016     M    5776   A $35.38   11471   D    
Common Stock   11/30/2016     M    12233   A $20.27   23704   D    
Common Stock   11/30/2016     M    26513   A $21.56   50217   D    
Common Stock   11/30/2016     M    33805   A $31.25   84022   D    
Common Stock   11/30/2016     S    58428   D $83.0797   (1) 25594   D    
Common Stock   11/30/2016     S    19899   D $82.5424   (2) 5695   D    
Restricted Stock Units   (3)                17232   D    
Common Stock                  4596.897   (4) I   Phillips 66 Savings Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy)   $35.38   11/30/2016     M         5776      (5) 2/14/2018   Common Stock   5776.0   $0   0   D    
Stock Options (Right to Buy)   $20.27   11/30/2016     M         12233      (6) 2/12/2019   Common Stock   12233.0   $0   0   D    
Stock Options (Right to Buy)   $21.56   11/30/2016     M         26513      (7) 2/12/2020   Common Stock   26513.0   $0   0   D    
Stock Options (Right to Buy)   $31.25   11/30/2016     M         33805      (8) 2/10/2021   Common Stock   33805.0   $0   0   D    
Stock Options (Right to Buy)   $32.03                      (9) 2/9/2022   Common Stock   47433.0     47433   D    
Stock Options (Right to Buy)   $62.17                      (10) 2/7/2023   Common Stock   12300.0     12300   D    
Stock Options (Right to Buy)   $72.255                      (11) 2/6/2024   Common Stock   11400.0     11400   D    
Employee Stock Option (Right to Buy)   $74.135                      (12) 2/3/2025   Common Stock   23500.0     23500   D    
Employee Stock Option (Right to Buy)   $78.62                      (13) 2/2/2026   Common Stock   28800.0     28800   D    
Phantom Stock     (14)                    (15)   (15) Common Stock   1458.665     1458.665   D    
Performance Stock Units     (16)                    (16)   (17) Common Stock   65615.0     65615   D    

Explanation of Responses:
( 1)  The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.74 to $83.73. 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.
( 2)  The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.73 to $82.33. 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)  Includes shares acquired through on-going acquisitions under 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-1.
( 5)  The stock options become exercisable in three equal annual installments beginning on February 14, 2009.
( 6)  These stock options became exercisable in three equal annual installments beginning on February 12, 2010.
( 7)  These stock options became exercisable in three equal annual installments beginning on February 12, 2011.
( 8)  These stock options became exercisable in three equal annual installments beginning on February 10, 2012.
( 9)  These stock options became exercisable in three equal annual installments beginning on February 9, 2013.
( 10)  These stock options became exercisable in three equal annual installments beginning on February 7, 2014.
( 11)  These stock options became exercisable in three equal annual installments beginning on February 6, 2015.
( 12)  These stock options became exercisable in three equal annual installments beginning on February 3, 2016.
( 13)  These stock options become exercisable in three equal annual installments beginning on February 2, 2017.
( 14)  The shares of phantom stock convert to Phillips 66 stock on a 1-for-1 basis.
( 15)  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).
( 16)  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.
( 17)  The PSUs do not have an expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Herman Robert A
2331 CITYWEST BLVD.
HOUSTON, TX 77042

Executive Vice President

Signatures
Grant F. Adamson (By Power of Attorney dated June 3, 2014) 11/30/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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