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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

Oyolu Chukwuemeka 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)
Vice President & Controller
(Last)          (First)          (Middle)

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

9/19/2017
(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   9/19/2017     S    1151   D $89.0781   0   D    
Common Stock                  124   I   Held by wife  
Common Stock                  529.083   (1) I   Held by Wife in Phillips 66 Savings Plan  
Common Stock                  817.089   (1) I   By Phillips 66 Savings Plan  
Restricted Stock Units                  733   I   Held by Wife  
Restricted Stock Units                  22895   D    

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
Employee Stock Option (Right to Buy)   $78.475                      (2) 2/7/2027   Common Stock   10900.0     10900   D    
Employee Stock Option (Right to Buy)   $78.62                      (3) 2/2/2026   Common Stock   10600.0     10600   D    
Employee Stock Option (Right to Buy)   $74.135                      (4) 2/3/2025   Common Stock   6900.0     6900   D    
Employee Stock Option (Right to Buy)   $72.255                      (5) 2/6/2024   Common Stock   2700.0     2700   D    
Performance Stock Units     (6)                    (6)   (7) Common Stock   2197.0     2197   D    

Explanation of Responses:
(1)  Includes shares acquired through on-going acquisitions under 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-1.
(2)  The stock options become exercisable in three equal annual installments beginning February 7, 2018.
(3)  The stock options became exercisable in three equal annual installments beginning February 2, 2017.
(4)  The stock options became exercisable in three equal annual installments beginning February 3, 2016.
(5)  The stock options became exercisable in three equal annual installments beginning February 6, 2015.
(6)  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.
(7)  Performance Share Units do not have an expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Oyolu Chukwuemeka A.
2331 CITYWEST BOULEVARD
HOUSTON, TX 77042

Vice President & Controller

Signatures
Michael L. Riggs, Attorney in Fact by Power of Attorney filed with the Commission on December 3, 2014 9/20/2017
** 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.
Phillips 66 (NYSE:PSX)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Phillips 66 Charts.
Phillips 66 (NYSE:PSX)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Phillips 66 Charts.