SEC Form 4 · accession 0001534701-18-000084
Phillips 66 · PSX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paula Ann Johnson
Officer — Executive VP and Gen Counsel
Period of report
May 24, 2018
Accepted (ET)
May 29, 2018 · 4:07 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 StockF2 | May 24, 2018 | F | 593 | $119.74 | D | 58,523 | D | |
| Common Stock | holding | — | — | — | 1,163 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF3,F5 | — | May 24, 2018 | F | 1,801 | D | — | — | Common Stock | 1,801 | 46,457 | D |
Explanation of responses
- F1Pursuant to the terms of certain of the reporting person's RSU awards, the lapse of service-based substantial risk of forfeiture occurred and the issuer withheld units in payment of employment taxes. The remaining RSUs will settle for shares of Phillips 66 common stock on the third anniversary of the date of grant.
- F2Includes 22,473 Restricted Stock Units (RSUs) that settle for shares of Phillips 66 common stock on a 1-for-1 basis, generally on the third anniversary of the date of grant.
- F3Performance 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.
- F4Pursuant to the terms of the PSU awards, the lapse of service-based substantial risk of forfeiture occurred and the issuer withheld units in payment of employment taxes. The remaining PSUs will settle for shares of Phillips 66 common stock at the end of the escrow period.
- F5The PSUs do not have an expiration date.