Sec Form 3 Filing - Phillips 66 @ DCP Midstream, LP - 2022-08-17

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Phillips 66
2. Issuer Name and Ticker or Trading Symbol
DCP Midstream, LP [ DCP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2331 CITYWEST BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
08/17/2022
(Street)
HOUSTON, TX77042
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 Units representing limited partner interests 117,762,526 I See Footnotes( 1 )( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Phillips 66
2331 CITYWEST BLVD.
HOUSTON, TX 77042
X
Phillips 66 Co
2331 CITYWEST BLVD.
HOUSTON, TX77042
X
Phillips 66 Project Shareholder Inc.
2331 CITYWEST BLVD.
HOUSTON, TX77042
X
Phillips 66 Project Development Inc.
2331 CITYWEST BLVD.
HOUSTON, TX77042
X
Phillips Gas Co LLC
2331 CITYWEST BLVD.
HOUSTON, TX77042
X
Signatures
/s/ Timothy D. Roberts, Executive Vice President of Phillips 66 08/26/2022
Signature of Reporting Person Date
/s/ Timothy D. Roberts, Executive Vice President of Phillips 66 Company 08/26/2022
Signature of Reporting Person Date
/s/ Timothy D. Roberts, President of Phillips 66 Project Shareholder Inc. 08/26/2022
Signature of Reporting Person Date
/s/ Timothy D. Roberts, President of Phillips 66 Project Development Inc. 08/26/2022
Signature of Reporting Person Date
/s/ Kevin J. Mitchell, President of Phillips Gas Company LLC 08/26/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 17, 2022, Phillips Gas Company LLC ("PGC") and Spectra Energy DEFS Holding, LLC, as members of DCP Midstream, LLC ("Midstream"), entered into a Third Amended and Restated Limited Liability Agreement of DCP Midstream, LLC, effective on August 17, 2022 (the "Third A&R LLC Agreement"), which, among other things, designated PGC as the Class A Managing Member of Midstream. PGC is a wholly owned subsidiary of Phillips 66 Project Development Inc. ("P66 Project Development"), which is a wholly owned subsidiary of Phillips 66 Project Shareholder Inc. ("P66 Project Shareholder"), which is a wholly owned subsidiary of Phillips 66 Company ("P66Co"), which is a wholly owned subsidiary of Phillips 66. As a result of PGC's membership interest in Midstream, each of Phillips 66, P66Co, P66 Project Shareholder, P66 Project Development and PGC may be deemed to indirectly beneficially own (1) 50,874,908 common units representing limited partner interests ("Common Units") of DCP Midstream,
( 2 )(Continued from Footnote 1), in its capacity as the sole member of DCP Midstream GP, LLC, the general partner of the General Partner, and in its capacity as the sole owner of the limited partner interests in the General Partner, may be deemed to indirectly own. Each of Phillips 66, P66Co, P66 Project Shareholder, P66 Project Development and PGC disclaims beneficial ownership of any Common Units except to the extent of their pecuniary interest therein.

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).
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