Statement of Changes in Beneficial Ownership (4)

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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OMB Number: 3235-0287
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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 ^* O'Toole Joseph	2. Issuer Name and Ticker or Trading Symbol PHILLIPS 66 PARTNERS LP [ PSXP ]	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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units (Limited Partner Interests)	1/16/2021		M		1442 ⁽¹⁾	A	$0	11442	D
Common Units (Limited Partner Interests)	1/16/2021		D		1442 ⁽¹⁾	D	$30.33 ⁽²⁾	10000	D
Common Units (Limited Partner Interests)								25000	I	Held by Family Partnership

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Units	⁽³⁾	1/15/2021		A		3462 ⁽⁴⁾		⁽⁵⁾	⁽⁶⁾	Common Units (Limited Partner Interests)	3462.0	$0	3462	D
Phantom Units	⁽³⁾	1/16/2021		M			1442	1/16/2021	⁽⁶⁾	Common Units (Limited Partner Interests)	1442.0	$0	0	D

Explanation of Responses:
(1)	These transactions do not represent the actual purchase and sale of common units by the reporting person. In accordance with reporting requirements, they represent the cash settlement of a phantom unit award.
(2)	The price reflected above is the average of the high and the low price of the Company's common unit on January 15, 2021.
(3)	Each phantom unit is the economic equivalent of one common unit of Phillips 66 Partners LP.
(4)	Annual grant to non-employee directors of phantom units.
(5)	Phantom units vest on the third anniversary of the grant.
(6)	The phantom units do not have an expiration date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
O'Toole Joseph 2331 CITYWEST BLVD. HOUSTON, TX 77042	X

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