SEC Form 4 · accession 0001534701-17-000035

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 7, 2017

Accepted (ET)

Feb 9, 2017 · 5:37 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 Units^F1,F2	Feb 7, 2017	A	8,586	$78.475	A	24,925	D
Restricted Stock Units^F1	Feb 8, 2017	F	2,178	$78.475	D	22,747	D
Common Stock^F2	holding	—	—		—	17,838	D
Common Stock^F3	holding	—	—		—	2,508	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	$78.475	Feb 7, 2017	A	33,200	A	—	Feb 7, 2027	Common Stock	33,200	33,200	D
Employee Stock Option (Right to Buy)^F5	$78.62	holding	—	—	—	—	Feb 2, 2026	Common Stock	32,200	32,200	D
Employee Stock Option (Right to Buy)^F6	$74.135	holding	—	—	—	—	Feb 3, 2025	Common Stock	28,000	28,000	D
Stock Options (Right to Buy)^F7	$72.255	holding	—	—	—	—	Feb 6, 2024	Common Stock	26,600	26,600	D
Stock Options (Right to Buy)^F8	$62.17	holding	—	—	—	—	Feb 7, 2023	Common Stock	23,900	23,900	D
Performance Stock Units^F9,F10	—	holding	—	—	—	—	—	Common Stock	145,838	145,838	D
Phantom Stock^F11,F12	—	holding	—	—	—	—	—	Common Stock	2,703	2,703	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 Performance Stock Units do not have an expiration date.
F11The shares of phantom stock convert to Phillips 66 stock on a 1-for-1 basis.
F12The 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).
F2Totals 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.
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 7, 2018.
F5The stock options became exercisable in three equal annual installments beginning February 2, 2017.
F6The stock options became exercisable in three equal annual installments beginning February 3, 2016.
F7The stock options became exercisable in three equal annual installments beginning February 6, 2015.
F8The stock options became exercisable in three equal annual installments beginning February 7, 2014.
F9Performance 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.