SEC Form 4 · accession 0001534701-16-000106
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 2, 2016
Accepted (ET)
Feb 4, 2016 · 5:16 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,F2 | Feb 2, 2016 | A | 6,914 | $78.62 | A | 28,816 | D | |
| Common Stock | holding | — | — | — | 8,209 | D | ||
| Common StockF3 | holding | — | — | — | 2,434 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $78.62 | Feb 2, 2016 | A | 32,200 | A | — | Feb 2, 2026 | Common Stock | 32,200 | 32,200 | D |
| Employee Stock Option (Right to Buy)F5 | $74.135 | holding | — | — | — | — | Feb 3, 2025 | Common Stock | 28,000 | 28,000 | D |
| Stock Options (Right to Buy)F6 | $72.255 | holding | — | — | — | — | Feb 6, 2024 | Common Stock | 26,600 | 26,600 | D |
| Stock Options (Right to Buy)F7 | $62.17 | holding | — | — | — | — | Feb 7, 2023 | Common Stock | 23,900 | 23,900 | D |
| Employee Stock Option (Right to Buy)F8 | $32.03 | holding | — | — | — | — | Feb 9, 2022 | Common Stock | 101,909 | 101,909 | D |
| Employee Stock Option (Right to Buy)F9 | $31.25 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 72,630 | 72,630 | D |
| Phantom StockF10,F11 | — | holding | — | — | — | — | — | Common Stock | 2,600 | 2,600 | D |
| Performance Stock UnitsF12,F13 | — | holding | — | — | — | — | — | Common Stock | 145,838 | 145,838 | 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.
- F10The shares of phantom stock convert to Phillips 66 stock on a 1-for-1 basis.
- F11The shares of phantom stock were acquired under a Defined Contribution Makeup Plan providing 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).
- F12Performance 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 for performance periods beginning prior to 2009 ends upon separation of service. The escrow period for performance periods after 2009 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.
- F13The Performance Stock Units do not have an expiration date.
- F2The 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.
- F3Includes shares acquired through on-going acquisitions under 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-1.
- F4The stock options become exercisable in three equal annual installments beginning February 2, 2017.
- F5The stock options become exercisable in three equal annual installments beginning February 3, 2016.
- F6The stock options become exercisable in three equal annual installments beginning February 6, 2015.
- F7The stock options become exercisable in three equal annual installments beginning February 7, 2014.
- F8The stock options become exercisable in three equal annual installments beginning February 9, 2013.
- F9The stock options become exercisable in three equal annual installments beginning February 10, 2012.