SEC Form 4 · accession 0001534827-15-000002
PHILLIPS 66 PARTNERS LP · PSXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 2, 2015
Accepted (ET)
Mar 2, 2015 · 4:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001572910
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units (Limited Partner Interests)F1,F2 | Mar 2, 2015 | A | 1,587,376 | $75.28 | A | 22,525,874 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 2, 2015, in connection with the closing of the transactions contemplated by the Contribution, Conveyance and Assumption Agreement dated February 13, 2015, by and among the Issuer, Phillips 66 Partners GP LLC (the "General Partner"), Phillips 66 Company ("P66 Company") and Phillips 66 Pipeline LLC ("P66 Pipeline"), the Issuer acquired certain pipeline interests from P66 Company and P66 Pipeline. The consideration paid by the Issuer included $880 million in cash; 1,587,376 common units of the Issuer issued to P66 Company; and 139,538 general partner units issued to the General Partner.
- F2This Form 4 is filed jointly by Phillips 66 ("PSX") and P66 Company. P66 Company, a direct wholly owned subsidiary of PSX, owns all of the membership interests in the General Partner. Accordingly, the General Partner is an indirect, wholly owned subsidiary of PSX. PSX may be deemed to indirectly own the securities of the Issuer directly held by the General Partner, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. PSX may also be deemed to indirectly own the securities of the Issuer directly held by P66 Company, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.