Statement of Changes in Beneficial Ownership (4)
September 22 2016 - 5:57PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Herman Robert A
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2. Issuer Name
and
Ticker or Trading Symbol
Phillips 66
[
PSX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Vice President
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(Last)
(First)
(Middle)
2331 CITYWEST BLVD.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/15/2016
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(Street)
HOUSTON, TX 77042
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/15/2016
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M
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4372
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A
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$29.58
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10067
(1)
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D
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Common Stock
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9/15/2016
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S
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4372
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D
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$79.0681
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5695
(1)
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D
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Restricted Stock Units
(2)
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17232
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D
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Common Stock
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4596.897
(3)
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I
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Phillips 66 Savings Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (Right to Buy)
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$29.58
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9/15/2016
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M
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4372
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(4)
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2/8/2017
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Common Stock
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4372.0
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$0
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0
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D
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Stock Options (Right to Buy)
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$35.38
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(5)
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2/14/2018
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Common Stock
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5776.0
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5776
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D
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Stock Options (Right to Buy)
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$20.27
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(6)
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2/12/2019
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Common Stock
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12233.0
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12233
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D
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Stock Options (Right to Buy)
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$21.56
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(7)
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2/12/2020
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Common Stock
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26513.0
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26513
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D
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Stock Options (Right to Buy)
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$31.25
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(8)
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2/10/2021
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Common Stock
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33805.0
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33805
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D
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Stock Options (Right to Buy)
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$32.03
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(9)
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2/9/2022
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Common Stock
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47433.0
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47433
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D
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Stock Options (Right to Buy)
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$62.17
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(10)
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2/7/2023
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Common Stock
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12300.0
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12300
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D
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Stock Options (Right to Buy)
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$72.255
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(11)
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2/6/2024
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Common Stock
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11400.0
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11400
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D
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Employee Stock Option (Right to Buy)
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$74.135
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(12)
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2/3/2025
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Common Stock
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23500.0
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23500
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D
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Employee Stock Option (Right to Buy)
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$78.62
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(13)
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2/2/2026
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Common Stock
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28800.0
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28800
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D
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Phantom Stock
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(14)
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(15)
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(15)
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Common Stock
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1458.665
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1458.665
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D
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Performance Stock Units
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(16)
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(16)
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(17)
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Common Stock
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65615.0
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65615
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D
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Explanation of Responses:
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(
1)
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Includes shares received upon the lapse of restrictions on Restricted Stock Units, which were previously reported in Table I holdings.
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(
2)
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Restricted Stock Units settle for shares of Phillips 66 common stock on a 1-for-1 basis on the third anniversary of the grant provided performance criteria are met.
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(
3)
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Includes shares acquired through on-going acquisitions under 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-1.
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(
4)
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The stock options become exercisable in three equal annual installments beginning February 8, 2008.
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(
5)
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The stock options become exercisable in three equal annual installments beginning February 14, 2009.
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(
6)
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The stock options become exercisable in three equal annual installments beginning February 12, 2010.
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(
7)
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The stock options become exercisable in three equal annual installments beginning February 12, 2011.
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(
8)
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The stock options become exercisable in three equal annual installments beginning February 10, 2012.
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(
9)
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The stock options become exercisable in three equal annual installments beginning February 9, 2013.
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(
10)
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The stock options become exercisable in three equal annual installments beginning February 7, 2014.
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(
11)
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The stock options become exercisable in three equal annual installments beginning February 6, 2015.
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(
12)
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The stock options become exercisable in three equal annual installments beginning February 3, 2016.
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(
13)
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The stock options become exercisable in three equal annual installments beginning February 2, 2017.
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(
14)
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The shares of phantom stock convert to Phillips 66 stock on a 1-for-1 basis.
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(
15)
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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 transactin is not an acknowledgment that it is not an exempt transaction under an Excess Benefit Plan pursuant to Rule 16b-3(c).
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(
16)
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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.
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(
17)
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The PSUs do not have an expiration date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Herman Robert A
2331 CITYWEST BLVD.
HOUSTON, TX 77042
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Executive Vice President
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Signatures
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Grant F. Adamson (By Power of Attorney dated June 3, 2014)
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9/22/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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