0001534701-18-000022.txt : 20180118 0001534701-18-000022.hdr.sgml : 20180118 20180118174515 ACCESSION NUMBER: 0001534701-18-000022 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180116 FILED AS OF DATE: 20180118 DATE AS OF CHANGE: 20180118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCGRAW HAROLD III CENTRAL INDEX KEY: 0001191761 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35349 FILM NUMBER: 18534930 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Phillips 66 CENTRAL INDEX KEY: 0001534701 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 453779385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2331 CITYWEST BLVD. CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 281-293-6600 MAIL ADDRESS: STREET 1: P.O. BOX 4428 CITY: HOUSTON STATE: TX ZIP: 77210 4 1 wf-form4_151631550110110.xml FORM 4 X0306 4 2018-01-16 0 0001534701 Phillips 66 PSX 0001191761 MCGRAW HAROLD III 2331 CITYWEST BLVD. HOUSTON TX 77042 1 0 0 0 Common Stock 2018-01-16 4 A 0 1923 104.03 A 39942.2327 D Common Stock 500 D Common Stock 373 I See notes Annual grant to non-employee directors of restricted stock units that convert to Phillips 66 common stock on a 1-for-1 basis. The restrictions on the RSUs lapse on the retirement, disability or death of the non-employee director. The price reflected above is the average of the high and the low price of the Company's stock on the date of the award. Includes shares acquired through routine dividend transactions that are exempt under Rule 16a-1. Reported amount represents shares purchased in discretionary accounts on behalf of the Harold W. McGraw Family Foundation, Inc., of which Mr. McGraw serves on the board, or various trusts for the benefit of various family members of Mr. McGraw and for which trusts Mr. McGraw serves as trustee and has voting and investment power. Mr. McGraw disclaims beneficial ownership of all securities held by the foundation and the trusts and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for the purposes of Section 16 or for any other purpose. These transactions are reported as small acquisitions under Rule 16a-6. Amanda K. Maki, by Power of Attorney filed with the Commission on January 18, 2018 2018-01-18 EX-24 2 p66poamcgraw.htm POWER OF ATTORNEY

POWER OF ATTORNEY

    The undersigned, a person subject to ownership reporting pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and requirements pursuant to
Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), in respect of the equity
securities of Phillips 66, hereby makes, constitutes and appoints any of Paula
A. Johnson, Julie P. Pradel, Kathy L. Tedore and Amanda K. Maki my true and lawful attorney-in-fact
with full power and authority:
    (1)    to prepare, execute in my name and on my behalf, and file with the U.S. Securities and
Exchange Commission (the "SEC") any of the following forms which I may be required or permitted to file:
            (A)    Form ID and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC of reports required
by Section 16(a) of the Exchange Act or any rule or regulation of the SEC;
            (B)    Forms 3, 4 and 5 or any other reports or statements of beneficial ownership or
changes of beneficial ownership necessary or appropriate under Section 16(a) of the Exchange
Act; and
            (C)    Form 144, or any other notice of proposed sale of securities or other document
necessary or appropriate under Rule 144 of the Securities Act.
    (2)    to do and perform any and all acts for and on my behalf which may be necessary or
desirable to complete and execute any such Form ID, 3, 4, 5, or 144, complete and execute any
amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or
similar authority
    I hereby revoke any previous power of attorney I may have given to any person to make and file
such reports, statements and notices with respect to the equity securities of Phillips 66.  This power
of attorney shall remain in force for so long as I may be subject to reporting obligations under
Section 16(a) of the Exchange Act or the requirements of Rule 144 under the Securities Act, unless earlier
expressly revoked by me in writing and delivered to Phillips 66.  Each of my attorneys-in-fact may at
their sole discretion designate one or more substitute attorneys-in-fact to act in their place.  I acknowledge
that my attorneys-in-fact, in serving in this capacity at my request, are not assuming, nor is
ConocoPhillips assuming, any of my responsibilities to comply with the Exchange Act, the Securities
Act, or the rules and regulations thereunder.


                           /s/ Harold W. McGraw III
                        Harold W. McGraw III


                    Date: December 8, 2017