SEC Form 4 · accession 0001572910-16-000085
PHILLIPS 66 PARTNERS LP · PSXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Phillips 66
Director · 10% Owner
Phillips 66 Co
Director · 10% Owner
Phillips 66 Project Development Inc.
Director · 10% Owner
Period of report
Mar 1, 2016
Accepted (ET)
Mar 1, 2016 · 4:17 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 UnitsF1,F2 | Mar 1, 2016 | A | 412,823 | $56.9736 | A | 58,761,865 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 1, 2016, in connection with the closing of the transactions contemplated by the Contribution, Conveyance and Assumption Agreement dated February 17, 2016, by and among the Issuer, Phillips 66 Partners GP LLC (the "General Partner"), Phillips 66 Company ("P66 Company"), and Phillips 66 Project Development Inc. ("P66 PDI"), the Issuer acquired an interest in a fractionator and storage caverns from P66 PDI. The consideration paid by the Issuer included assumption of a $212 million note; 412,823 common units of the Issuer issued to P66 PDI; and 8,425 general partner units issued to the General Partner.
- F2This Form 4 is filed jointly by Phillips 66 ("PSX"), P66 Company, and P66 PDI. P66 PDI is a direct wholly owned subsidiary of P66 Company, which is a direct wholly owned subsidiary of PSX. P66 PDI owns all of the outstanding membership interests in the General Partner. Accordingly, the General Partner is an indirect wholly owned subsidiary of P66 Company and PSX. P66 Company and PSX may be deemed to indirectly own the securities of the Issuer directly held by the General Partner, but disclaim beneficial ownership except to the extent of their pecuniary interest therein. P66 Company and PSX may also be deemed to indirectly own the securities of the Issuer directly held by P66 PDI, but disclaim beneficial ownership except to the extent of their pecuniary interest therein.