SEC Form 4 · accession 0001534827-15-000005
PHILLIPS 66 PARTNERS LP · PSXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 13, 2015
Accepted (ET)
Oct 2, 2015 · 5:08 pm EDT
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 | May 13, 2015 | C | 35,217,112 | — | A | 57,742,986 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subordinated Units (Limited Partner Interests)F1,F2 | — | May 13, 2015 | C | 35,217,112 | D | — | — | Common Units | 35,217,112 | 0 | D |
Explanation of responses
- F1Effective May 13, 2015, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2015, all 35,217,112 issued and outstanding subordinated units representing limited partner interests in the Issuer were converted into Common Units on a one-for-one basis at the end of the subordination period pursuant to the terms of the Issuer's First Amended and Restated Agreement of Limited Partnership.
- F2This Form 4 is filed jointly by Phillips 66 ("PSX") and Phillips 66 Company ("P66 Company"). P66 Company is a direct wholly owned subsidiary of PSX. On August 1, 2015, P66 Company transferred all of its common units in the Issuer and all of the membership interests in Phillips 66 Partners GP LLC, the general partner of the Issuer (the "General Partner"), to Phillips 66 Project Development Inc. ("PDI"), a wholly owned subsidiary of P66 Company. Accordingly, the General Partner is an indirect wholly owned subsidiary of each of PSX and P66 Company. PSX and P66 Company may each be deemed to indirectly own the securities of the Issuer directly owned by PDI and the General Partner, but disclaim beneficial ownership except to the extent of their pecuniary interest therein. PDI may also 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.