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 *

Garland Greg C. 		2. Issuer Name and Ticker or Trading Symbol

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

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

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

2/9/2017
(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   2/9/2017     M    10724   (1) A $0   115883   D    
Common Stock   2/9/2017     F    4247   D $79.305   111636   D    
Restricted Stock Units   (2)                108380   D    
Common Stock                  14827.037   I   By Phillips 66 Savings Plan  
Common Stock                  500   I   Executor of father's estate  

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
Performance Stock Units     (3) 2/9/2017     M         10724   (1)     (3)   (4) Common Stock   513181.0   $0   502457   D    
Employee Stock Option (Right to Buy)   $78.475                      (5) 2/7/2027   Common Stock   174000.0     174000   D    
Employee Stock Option (Right to Buy)   $78.62                      (6) 2/2/2026   Common Stock   169400.0     169400   D    
Employee Stock Option (Right to Buy)   $74.135                      (7) 2/3/2025   Common Stock   146700.0     146700   D    
Stock Options (Right to Buy)   $72.255                      (8) 2/6/2024   Common Stock   126300.0     126300   D    
Stock Options (Right to Buy)   $62.17                      (9) 2/7/2023   Common Stock   158500.0     158500   D    
Employee Stock Option (Right to Buy)   $32.03                      (10) 2/9/2022   Common Stock   169228.0     42728   D    
Phantom Stock     (11)                    (12)   (12) Common Stock   12378.853     12378.853   D    

Explanation of Responses:
( 1)  Lapsing of restrictions on Performance Stock Units.
( 2)  Restricted Stock Units settle for shares of Phillips 66 common stock on a 1-for-1 basis on the third anniverary of the grant provided performance criteria are met.
( 3)  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.
( 4)  The Performance Stock Units do not have an expiration date.
( 5)  The stock options become exercisable in three equal annual installments beginning February 7, 2018.
( 6)  The stock options became exercisable in three equal annual installments beginning February 2, 2017.
( 7)  The stock options became exercisable in three equal annual installments beginning February 3, 2016.
( 8)  The stock options became exercisable in three equal annual installments beginning February 6, 2015.
( 9)  The stock options became exercisable in three equal annual installments beginning February 7, 2014.
( 10)  The stock options became exercisable in three equal annual installments beginning February 9, 2013.
( 11)  The shares of phantom stock convert to Phillips 66 stock on a 1-for-1 basis.
( 12)  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).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Garland Greg C.
2331 CITYWEST BLVD.
HOUSTON, TX 77042 		X
Chairman and CEO

Signatures
Grant F. Adamson, Attorney-in-Fact (By Power of Attorney filed with the Commission on April 12, 2012) 2/13/2017
** 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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