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 * TSCHINKEL VICTORIA J 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
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
2331 CITYWEST BLVD.
3. Date of Earliest Transaction (MM/DD/YYYY)
1/15/2021
(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  1/15/2021    A    2771 (1) A $72.1925 (2) 60889.9997 (3)(4) D   
Common Stock                 171  I  See Footnote (5)

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

Explanation of Responses:
(1)  Annual grant to non-employee directors of Restricted Stock Units (RSUs) that convert to Phillips 66 common stock on a 1-for-1 basis. The restrictions on the RSUs lapse four years after the date of grant, pursuant to an election made by the non-employee director.
(2)  The price reflected above is the average of the high and the low price of the Company's common stock on January 15, 2021.
(3)  Includes 9,303.8427 RSUs, including additional units acquired through routine dividend transactions that are exempt under Rule 16a-11.
(4)  On January 17, 2021, the restrictions on 2,783 RSUs lapsed and these RSUs converted to shares of Common Stock.
(5)  Indirectly owned shares in daughter's name.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TSCHINKEL VICTORIA J
2331 CITYWEST BLVD.
HOUSTON, TX 77042
X



Signatures
Amanda K. Maki, Attorney in Fact (by Power of Attorney filed with the Commision on January 18, 2018) 1/20/2021
**Signature of Reporting Person Date