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 * WHITTINGTON MARNA 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
_____ 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) 32903.1322 (3) 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

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 three years after the date of the 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 stock on January 15, 2021.
(3)  Includes 30,403.1322 RSUs, including additional units acquired through routine dividend transactions that are exempt under Rule 16a-11.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WHITTINGTON MARNA C
2331 CITYWEST BLVD.
HOUSTON, TX 77042
X



Signatures
Amanda K. Maki as attorney-in-fact by power of attorney filed on January 18, 2018. 1/20/2021
**Signature of Reporting Person Date