SEC Form 4 · accession 0001572910-16-000160
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
Oct 14, 2016
Accepted (ET)
Oct 17, 2016 · 4:37 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 UnitsF1,F2 | Oct 14, 2016 | A | 3,884,237 | $47.8864 | A | 64,047,024 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On October 14, 2016, in connection with the closing of the transactions contemplated by the Contribution, Conveyance and Assumption Agreement dated October 11, 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 from P66 PDI certain pipeline and terminal assets supporting four Phillips 66 refineries. The total consideration paid by the Issuer was $1.3 billion, consisting of $1.1 billion in cash; 3,884,237 common units of the Issuer issued to P66 PDI; and 208,783 general partner units issued to the General Partner. The price per common unit of the Issuer was determined by the ten day volume-weighted average closing price of the Issuer's common units on the New York Stock Exchange for the ten day trading period ended October 7, 2016.
- 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 interest 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 into the extend of their pecuniary interest therein.