Sec Form 4 Filing - Herman Robert A @ Phillips 66 - 2017-02-07

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 Herman Robert 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) Executive Vice President (Last) (First) (Middle) 2331 CITYWEST BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2017 (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 Restricted Stock Units ( 1 ) 02/07/2017 A 7,279 A $ 78.475 21,913 ( 2 ) D Restricted Stock Units ( 1 ) 02/08/2017 F 1,854 D $ 78.475 20,059 D Common Stock 8,037 ( 2 ) D Common Stock 4,630.939 ( 3 ) I Phillips 66 Savings Plan

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) o r 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) $ 78.475 02/07/2017 A 30,700 ( 4 ) 02/07/2027 Common Stock 30,700 $ 0 30,700 D Employee Stock Option (Right to Buy) $ 78.62 ( 5 ) 02/02/2026 Common Stock 28,800 28,800 D Employee Stock Option (Right to Buy) $ 74.135 ( 6 ) 02/03/2025 Common Stock 23,500 23,500 D Stock Options (Right to Buy) $ 72.255 ( 7 ) 02/06/2024 Common Stock 11,400 11,400 D Stock Options (Right to Buy) $ 62.17 ( 8 ) 02/07/2023 Common Stock 12,300 12,300 D Stock Options (Right to Buy) $ 32.03 ( 9 ) 02/09/2022 Common Stock 47,433 47,433 D Phantom Stock ( 10 ) ( 11 ) ( 11 ) Common Stock 1,472.382 1,472.382 D Performance Stock Units ( 12 ) ( 12 ) ( 13 ) Common Stock 65,615 65,615 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Herman Robert A 2331 CITYWEST BLVD. HOUSTON, TX77042 Executive Vice President Signatures Grant F. Adamson (By Power of Attorney dated June 3, 2014) 02/09/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Totals reflect an increase in shares held and a decrease in Restricted Stock Units to reflect shares received upon the lapse of restrictions on Restricted Stock Units. ( 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 )The stock options become exercisable in three equal annual installments beginning February 7, 2018. ( 5 )The stock options became exercisable in three equal annual installments beginning February 2, 2017. ( 6 )The stock options became exercisable in three equal annual installments beginning February 3, 2016. ( 7 )The stock options became exercisable in three equal annual installments beginning February 6, 2015. ( 8 )The stock options became exercisable in three equal annual installments beginning February 7, 2014. ( 9 )The stock options became exercisable in three equal annual installments beginning February 9, 2013. ( 10 )The shares of phantom stock convert to Phillips 66 stock on a 1-for-1 basis. ( 11 )The shares of Phantom Stock were acquired under a Defined Contribution Makeup Plan providing for settlement upon termination of employment, subject to possible deferre d 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). ( 12 )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. ( 13 )The PSUs 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).

** 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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