SEC Form 4 · accession 0001534701-15-000028
Phillips 66 · PSX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lawrence Michael Ziemba
Officer — Executive VP, Refining
Period of report
Feb 3, 2015
Accepted (ET)
Feb 5, 2015 · 4:37 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001534701
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | Feb 3, 2015 | A | 7,811 | $74.135 | A | 21,902 | D | |
| Common StockF2 | holding | — | — | — | 2,370 | I | By Phillips 66 Savings Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF3,F4 | — | Feb 3, 2015 | A | 42,299 | A | — | — | Common Stock | 42,299 | 42,299 | D |
| Employee Stock Option (Right to Buy)F5 | $74.135 | Feb 3, 2015 | A | 28,000 | A | — | Feb 3, 2025 | Common Stock | 28,000 | 28,000 | D |
Explanation of responses
- F1Restricted 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.
- F2Includes shares acquired through on-going acquisitions under 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-1.
- F3Performance 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.
- F4The PSUs do not have an expiration date.
- F5The stock options become exercisable in three equal annual installments beginning on February 3, 2016.