Sec Form 4 Filing - Oyolu Chukwuemeka A. @ Phillips 66 - 2016-02-29

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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) 3010 BRIARPARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2016 (Street) HOUSTON, TX77042 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 03/03/2016 S 1,850 D $ 85.7726 3,574 ( 1 ) D Restricted Stock Units ( 2 ) 22,182 D Common Stock 02/29/2016 S 726 ( 1 ) D $ 80.18 0 I Held by wife Common Stock 778.533 ( 3 ) I By Phillips 66 Savings Plan Common Stock 504.144 ( 3 ) I Held by Wife in Phillips 66 Savings Plan Restricted Stock Units ( 2 ) 670 I Held by Wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM /DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Performance Stock Units ( 4 ) ( 4 ) ( 5 ) Common Stock 2,197 2,197 D Employee Stock Option (Right to Buy) $ 72.255 ( 6 ) 02/06/2024 Common Stock 2,700 2,700 D Employee Stock Option (Right to Buy) $ 74.135 ( 7 ) 02/03/2025 Common Stock 6,900 6,900 D Employee Stock Option (Right to Buy) $ 78.62 ( 8 ) 02/02/2026 Common Stock 10,600 10,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Oyolu Chukwuemeka A. 3010 BRIARPARK DRIVE HOUSTON, TX77042 Vice President & Controller Signatures Grant F. Adamson, Attorney in Fact by Power of Attorney filed with the Commission on December 3, 2014 03/07/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes shares received upon the lapse of restrictions on Restricted Stock Units, which were previously reported in Table I holdings. ( 2 )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. ( 3 )Includes shares acquired through on-going acquisitions under 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-1. ( 4 )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. ( 5 )The PSUs do not have an expiration date. ( 6 )The stock options become exercisable in three equal annual installments beginning February 6, 2015. ( 7 )The stock options become exercisable in three equal annual installments beginning February 3, 2016. ( 8 )The stock options become exercisable in three equal annual installments beginning February 2, 2017.

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).

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