SEC Form 4 · accession 0001572910-17-000044
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 6, 2017
Accepted (ET)
Oct 11, 2017 · 4:10 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 6, 2017 | A | 4,713,113 | $47.94 | A | 68,760,137 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On October 6, 2017, in connection with the closing of the transactions contemplated by the Contribution, Conveyance and Assumption Agreement dated September 19, 2017, 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 an indirect 25% interest in each of Dakota Access, LLC and Energy Transfer Crude Oil Company, LLC and a direct 100% interest in Merey Sweeny, L.P. The total consideration paid by the Issuer was $1.65 billion, consisting of $372 million in cash; the assumption of certain liabilities; 4,713,113 common units of the Issuer issued to P66 PDI; and 292,665 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 September 18, 2017.
- 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 to the extent of their pecuniary interest therein.