SEC Form 4 · accession 0001654510-15-000006
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
Dec 1, 2015
Accepted (ET)
Dec 2, 2015 · 4:46 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 | Dec 1, 2015 | A | 606,056 | — | A | 58,349,042 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On December 1, 2015, in connection with the closing of the transactions contemplated by the Contribution, Conveyance and Assumption Agreement dated October 29, 2015, by and among the Issuer, Phillips 66 Partners GP LLC (the "General Partner"), Phillips 66 Company ("P66 Company"), Phillips 66 Project Development Inc. ("P66 PDI") and Phillips 66 Gulf Coast Pipeline LLC ("P66 Pipeline"), the Issuer acquired a pipeline interest from P66 Pipeline. The consideration paid by the Issuer included the assumption of a $34.8 million note payable to P66 Company that the Issuer immediately paid in full; 606,056 common units of the Issuer issued to P66 PDI; and 12,369 general partner units issued to the General Partner to maintain its 2% general partner interest in the Issuer.
- F2This Form 4 is filed jointly by Phillips 66 ("PSX"), P66 Company, and P66 PDI. P66 PDI, a direct wholly owned subsidiary of P66 Company, owns all of the outstanding membership interests in the General Partner. Accordingly, the General Partner is an indirect wholly owned subsidiary of both 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.