SEC Form 4 · accession 0001534701-16-000135
Phillips 66 · PSX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Greg C. Garland
Officer — Chairman and CEO · Director
Period of report
Jun 3, 2016
Accepted (ET)
Jun 6, 2016 · 5:01 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 3, 2016 | M | 62,500 | $32.03 | A | 146,660 | D | |
| Common StockF1 | Jun 3, 2016 | S | 59,600 | $79.9224 | D | 87,060 | D | |
| Common StockF2,F3 | Jun 3, 2016 | S | 2,900 | $80.5193 | D | 84,160 | D | |
| Restricted Stock UnitsF4,F5,F3 | holding | — | — | — | 108,421 | D | ||
| Common StockF6 | holding | — | — | — | 14,509 | 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)F7 | $32.03 | Jun 3, 2016 | M | 62,500 | D | — | Feb 9, 2022 | Common Stock | 169,228 | 106,728 | D |
| Employee Stock Option (Right to Buy)F8 | $31.25 | holding | — | — | — | — | Feb 10, 2021 | Common Stock | 119,989 | 12,165 | D |
| Stock Options (Right to Buy)F9 | $62.17 | holding | — | — | — | — | Feb 7, 2023 | Common Stock | 158,500 | 158,500 | D |
| Stock Options (Right to Buy)F10 | $72.255 | holding | — | — | — | — | Feb 6, 2024 | Common Stock | 126,300 | 126,300 | D |
| Employee Stock Option (Right to Buy)F11 | $74.135 | holding | — | — | — | — | Feb 3, 2025 | Common Stock | 146,700 | 146,700 | D |
| Employee Stock Option (Right to Buy)F12 | $78.62 | holding | — | — | — | — | Feb 2, 2026 | Common Stock | 169,400 | 169,400 | D |
| Phantom StockF13,F14 | — | holding | — | — | — | — | — | Common Stock | 12,232 | 12,232 | D |
| Performance Stock UnitsF15,F16 | — | holding | — | — | — | — | — | Common Stock | 513,181 | 513,181 | D |
Explanation of responses
- F1The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.39 to $80.38. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F10The stock options become exercisable in three equal annual installments beginning February 6, 2015.
- F11The stock options become exercisable in three equal annual installments beginning February 3, 2016.
- F12The stock options become exercisable in three equal annual installments beginning February 2, 2017.
- F13The shares of phantom stock convert to Phillips 66 stock on a 1-for-1 basis.
- F14The 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).
- F15Performance 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.
- F16The Performance Stock Units do not have an expiration date.
- F2The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.39 to $80.61. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F3Totals 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.
- F4Restricted Stock Units settle for shares of Phillips 66 common stock on a 1-for-1 basis on the third anniverary of the grant provided performance criteria are met.
- F5The 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.
- F6Includes shares acquired through on-going acquisitions under 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-1.
- F7The remaining 106,728 stock options are fully vested.
- F8The remaining 12,165 stock options are fully vested.
- F9The 158,500 stock options are fully vested.