Sec Form 4 Filing - Garland Greg C. @ Phillips 66 - 2016-09-26

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 Garland Greg 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 X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 2331 CITYWEST BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 09/26/2016 (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 09/26/2016 J( 1 ) 500 A $ 79.47 ( 2 ) 500 I Executor of father's estate ( 1 ) Common Stock 14,785.977 ( 3 ) I By Phillips 66 Savings Plan Restricted Stock Units ( 4 ) ( 5 ) 108,421 D Common Stock 84,160 D

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 Se curity: 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 Employee Stock Option (Right to Buy) $ 32.03 ( 6 ) 02/09/2022 Common Stock 42,728 42,728 D Stock Options (Right to Buy) $ 62.17 ( 7 ) 02/07/2023 Common Stock 158,500 158,500 D Stock Options (Right to Buy) $ 72.255 ( 8 ) 02/06/2024 Common Stock 126,300 126,300 D Employee Stock Option (Right to Buy) $ 74.135 ( 9 ) 02/03/2025 Common Stock 146,700 146,700 D Employee Stock Option (Right to Buy) $ 78.62 ( 10 ) 02/02/2026 Common Stock 169,400 169,400 D Phantom Stock ( 11 ) ( 12 ) ( 12 ) Common Stock 12,378.853 12,378.853 D Performance Stock Units ( 13 ) ( 13 ) ( 14 ) Common Stock 513,181 513,181 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Garland Greg C. 2331 CITYWEST BLVD. HOUSTON, TX77042 X Chairman and CEO Signatures Grant F. Adamson, Attorney-in-Fact (By Power of Attorney filed with the Commission on April 12, 2012) 01/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are owned by the estate of Mr. Garland's father. Mr. Garland became the executor of his father's estate on September 26, 2016, and is deemed to own the shares as of that date, despite the fact that it was only recently discovered that the estate owned these shares. Mr. Garland disclaims beneficial ownership of these securities except to the extent of any pecuniary interest he may have therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose. ( 2 )The deemed acquisition price was determined using the closing price on September 26, 2016. ( 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 )Restricted Stock Units settle for shares of Phillips 66 common stock on a 1-for-1 basis on the third anniverary of the grant provided performance criteria are met. ( 5 )The stock units will be forfeited if the reporting person separates from service prior to the end of an escrow period ending on the earliest to occur of the following: (a) termination of employment as a result of layoff; (b) termination of employment after attainment of age 55 with five years of service; (c) termination of employment due to death or total disability; or (d) termination of employment following a change in control. During the escrow period, the reporting person may not dispose of the stock units. The stock units will convert to common stock on the later of (a) the end of the escrow period or (b) the earlier of (i) death or (ii) six months after separation from service in which case the stock units will convert to common stock. The reporting person may also elect to defer conversion of stock units until a later date. ( 6 )The stock options became exercisable in three equal annual installments beginning February 9, 2013. ( 7 )The stock options became exercisable in three equal annual installments beginning February 7, 2014. ( 8 )The stock options became exercisable in three equal annual installments beginning February 6, 2015. ( 9 )The stock options became exercisable in three equal annual installments beginning February 3, 2016. ( 10 )The stock options become exercisable in three equal annual installments beginning February 2, 2017. ( 11 )The shares of phantom stock convert to Phillips 66 stock on a 1-for-1 basis. ( 12 )The shares of phantom stock were acquired under a Defined Contribution Makeup Plan pro viding for settlement upon termination of employment, subject to possible deferred payment in certain circumstances. The reporting of this transaction is not an acknowledgment that it is not an exempt transaction under an Excess Benefit Plan pursuant to Rule 16b-3(c). ( 13 )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. ( 14 )The Performance Stock Units do not have an expiration date.

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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