Joseph Scott Pruitt Form 4 Phillips 66 / Joseph Scott Pruitt 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^*

Pruitt Joseph Scott

(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)
Vice President and Controller

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2024

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	03/18/2024		M		4,200	A	$89.57	12,505(1)	D
Common Stock	03/18/2024		S		4,200	D	$157.465	8,305(1)	D
Common Stock	03/18/2024		S		1,722	D	$157.23	6,583(1)	D
Common Stock	03/20/2024		M		3,700	A	$94.9675	10,283(1)	D
Common Stock	03/20/2024		M		3,500	A	$74.7	13,783(1)	D
Common Stock	03/20/2024		S		7,200	D	$157.2625(2)	6,583(1)	D
Common Stock								5,813.576(3)	I	By Phillips 66 Savings Plan

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)	$89.57	03/18/2024		M			4,200	(4)	02/04/2030	Common Stock	4,200	$0	0	D
Employee Stock Option (Right to Buy)	$94.9675	03/20/2024		M			3,700	(5)	02/05/2029	Common Stock	3,700	$0	0	D
Employee Stock Option (Right to Buy)	$74.7	03/20/2024		M			3,500	(6)	02/09/2031	Common Stock	3,500	$0	0	D

Explanation of Responses:

1. Includes 6,583 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 $157.25 to $157.32. 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 transaction was effected.

3. Includes shares acquired through ongoing acquisitions under a 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-11.

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

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

6. The options became exercisable in three equal annual installments beginning on February 9, 2022.

Remarks:

	/s/ Jenarae N. Garland, as Attorney-in-Fact	03/20/2024
	** 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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