SEC Form 4 · accession 0001534701-16-000179
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
Nov 10, 2016
Accepted (ET)
Nov 14, 2016 · 8:12 am 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 |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 10, 2016 | M | 12,165 | $31.25 | A | 96,325 | D | |
| Common StockF1 | Nov 10, 2016 | S | 12,165 | $83.4763 | D | 84,160 | D | |
| Common Stock | Nov 10, 2016 | M | 64,000 | $32.03 | A | 148,160 | D | |
| Common StockF1 | Nov 10, 2016 | S | 64,000 | $83.4763 | D | 84,160 | D | |
| Restricted Stock UnitsF2,F3 | holding | — | — | — | 108,421 | D | ||
| Common StockF4 | holding | — | — | — | 14,661 | 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)F5 | $31.25 | Nov 10, 2016 | M | 12,165 | D | — | Feb 10, 2021 | Common Stock | 119,989 | 0 | D |
| Employee Stock Option (Right to Buy)F6 | $32.03 | Nov 10, 2016 | M | 64,000 | D | — | Feb 9, 2022 | Common Stock | 169,228 | 42,728 | D |
| Stock Options (Right to Buy)F7 | $62.17 | holding | — | — | — | — | Feb 7, 2023 | Common Stock | 158,500 | 158,500 | D |
| Stock Options (Right to Buy)F8 | $72.255 | holding | — | — | — | — | Feb 6, 2024 | Common Stock | 126,300 | 126,300 | D |
| Employee Stock Option (Right to Buy)F9 | $74.135 | holding | — | — | — | — | Feb 3, 2025 | Common Stock | 146,700 | 146,700 | D |
| Employee Stock Option (Right to Buy)F10 | $78.62 | holding | — | — | — | — | Feb 2, 2026 | Common Stock | 169,400 | 169,400 | D |
| Performance Stock UnitsF3,F11,F12 | — | holding | — | — | — | — | — | Common Stock | 513,181 | 513,181 | D |
| Phantom StockF13,F14 | — | holding | — | — | — | — | — | Common Stock | 12,308 | 12,308 | D |
Explanation of responses
- F1The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.17 to $83.75. The reporting person hereby undertakes 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 2, 2017.
- F11Performance Stock Units settle for cash based on the fair market value on the vesting date, which is the third anniverary of the grant provided performance criteria are met.
- F12The Performance Stock Units do not have an expiration date.
- 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).
- F2Restricted 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.
- F3The 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.
- F4Includes shares acquired through on-going acquisitions under 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-1.
- F5The stock options are fully vested.
- F6The stock options become exercisable in three equal annual installments beginning February 9, 2013.
- 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 6, 2015.
- F9The stock options become exercisable in three equal annual installments beginning February 3, 2016.