Sec Form 4 Filing - Phillips 66 Project Development Inc. @ PHILLIPS 66 PARTNERS LP - 2021-10-26

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 Phillips 66 Project Development Inc. 2. Issuer Name and Ticker or Trading Symbol PHILLIPS 66 PARTNERS LP [ PSXP] 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) 10/26/2021 (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 10/26/2021 J( 1 ) 1,697,601 D $ 0 169,760,137 I See Footnote ( 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 Project Development Inc. 2331 CITYWEST BLVD. HOUSTON, TX77042 X Phillips 66 Co 2331 CITYWEST BLVD. HOUSTON, TX77042 X X Phillips 66 2331 CITYWEST BLVD. HOUSTON, TX77042 X X Signatures Paula A. Johnson, VP of Phillips 66 Project Development Inc. 10/27/2021 Signature of Reporting Person Date Paula A. Johnson, Executive VP of Phillips 66 Company 10/27/2021 Signature of Reporting Person Date Paula A. Johnson, Executive VP of Phillips 66 10/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an in-kind dividend by Phillips 66 Project Development Inc. ("P66 PDI") for no consideration to Phillips 66 Company ("P66 Company") pursuant to the terms of a dividend and assignment agreement by and between P66 PDI and P66 Company. ( 2 )Following the transaction reported herein, P66 PDI and P66 Company are the record holders of 168,062,536 and 1,697,601 Common Units, respectively. P66 PDI is a direct wholly owned subsidiary of P66 Company, which is a direct wholly owned subsidiary of Phillips 66 ("PSX"). Accordingly, PSX may be deemed to indirectly own the securities of the Issuer directly held by P66 Company and P66 PDI, and P66 Company may be deemed to indirectly own the securities of the Issuer directly held by P66 PDI, but they disclaim beneficial ownership 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).

** 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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