SEC Form 4 · accession 0001534701-16-000187
Phillips 66 · PSX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chukwuemeka A. Oyolu
Officer — Vice President & Controller
Period of report
Dec 13, 2016
Accepted (ET)
Dec 14, 2016 · 3:00 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 13, 2016 | S | 3,574 | $88.1244 | D | 0 | D | |
| Restricted Stock UnitsF2 | holding | — | — | — | 22,182 | D | ||
| Common StockF3 | holding | — | — | — | 797 | I | By Phillips 66 Savings Plan | |
| Common StockF3 | holding | — | — | — | 516 | I | Held by Wife in Phillips 66 Savings Plan | |
| Restricted Stock UnitsF2 | holding | — | — | — | 670 | I | Held by Wife |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF4,F5 | — | holding | — | — | — | — | — | Common Stock | 2,197 | 2,197 | D |
| Employee Stock Option (Right to Buy)F6 | $72.255 | holding | — | — | — | — | Feb 6, 2024 | Common Stock | 2,700 | 2,700 | D |
| Employee Stock Option (Right to Buy)F7 | $74.135 | holding | — | — | — | — | Feb 3, 2025 | Common Stock | 6,900 | 6,900 | D |
| Employee Stock Option (Right to Buy)F8 | $78.62 | holding | — | — | — | — | Feb 2, 2026 | Common Stock | 10,600 | 10,600 | D |
Explanation of responses
- F1The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.1238 to $88.1248. 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.
- F2Restricted 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.
- F3Includes shares acquired through routine dividend transactions that are exempt under Rule 16a-1.
- F4Performance 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.
- F5Performance Share Units do not have an expiration date.
- F6The stock options became exercisable in three equal annual installments beginning February 6, 2015.
- F7The stock options became exercisable in three equal annual installments beginning February 3, 2016.
- F8The stock options become exercisable in three equal annual installments beginning February 2, 2017.