Sec Form 4 Filing - Oyolu Chukwuemeka A. @ Phillips 66 - 2020-02-04

Insider filing report for Changes in Beneficial Ownership
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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)
2331 CITYWEST BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
02/04/2020
(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 02/04/2020 A 2,360 A $ 89.57 ( 1 ) 27,377 ( 2 ) D
Common Stock 02/04/2020 A 274 A $ 89.57 ( 1 ) 734 ( 3 ) I Held by wife
Common Stock 568.977 I Held by Wife in 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) 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) $ 89.57 02/04/2020 A 13,400 ( 4 ) 02/04/2030 Common Stock 13,400 $ 0 13,400 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Oyolu Chukwuemeka A.
2331 CITYWEST BOULEVARD
HOUSTON, TX77042
Vice President & Controller
Signatures
Julie P. Pradel, Attorney in Fact 02/06/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reflected above is the average of the high and the low price of the Company's stock on February 4, 2020.
( 2 )Includes 15,112 Restricted Stock Units (RSUs) that settle for shares of Phillips 66 common stock on a 1-for-1 basis. RSUs generally vest on the third anniversary of the date of grant.
( 3 )All 734 shares are RSUs that settle for shares of Phillips 66 common stock on a 1-for-1 basis. RSUs generally vest on the third anniversary of the date of grant.
( 4 )The stock options become exercisable in three equal annual installments beginning on February 4, 2021.

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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