Timothy D. Roberts Form 4 Phillips 66 / Timothy D. Roberts ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Roberts Timothy D.

(Last) (First) (Middle)

2331 CITYWEST BLVD.

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Phillips 66 [ PSX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/11/2023		M		25,900	A	$94.85	80,158(1)	D
Common Stock	08/11/2023		M		31,500	A	$94.9675	111,658(1)	D
Common Stock	08/11/2023		M		48,500	A	$89.57	160,158(1)	D
Common Stock	08/11/2023		M		44,733	A	$74.7	204,891(1)	D
Common Stock	08/11/2023		S		127,578	D	$116.68(2)	77,313(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$94.85	08/11/2023		M		25,900		(3)	02/06/2028	Common Stock	25,900	$0	0	D
Employee Stock Option (Right to Buy)	$94.9675	08/11/2023		M		31,500		(4)	02/05/2029	Common Stock	31,500	$0	0	D
Employee Stock Option (Right to Buy)	$89.57	08/11/2023		M		48,500		(5)	02/04/2030	Common Stock	48,500	$0	0	D
Employee Stock Option (Right to Buy)	$74.7	08/11/2023		M		44,733		(6)	02/09/2031	Common Stock	44,733	$0	22,367	D

Explanation of Responses:

1. Includes 32,822 Restricted Stock Units that settle for shares of Phillips 66 common stock on a 1-for-1 basis.

2. The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.30 to $116.90. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.

3. The options became exercisable in three equal annual installments beginning on February 6, 2019.

4. The options became exercisable in three equal annual installments beginning on February 5, 2020.

5. The options became exercisable in three equal annual installments beginning on February 4, 2021.

6. The options become exercisable in three equal annual installments. One-third of the options became exercisable on February 9, 2022, and an additional one-third on February 9, 2023. The remaining one-third of the options will become exercisable on February 9, 2024.

Remarks:

	/s/ Jenarae N. Garland, Attorney-in-Fact	08/15/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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