0001534701-16-000185.txt : 20161205 0001534701-16-000185.hdr.sgml : 20161205 20161205155636 ACCESSION NUMBER: 0001534701-16-000185 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161202 FILED AS OF DATE: 20161205 DATE AS OF CHANGE: 20161205 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ziemba Lawrence Michael CENTRAL INDEX KEY: 0001547334 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35349 FILM NUMBER: 162033770 MAIL ADDRESS: STREET 1: 600 NORTH DAIRY ASHFORD CITY: HOUSTON STATE: TX ZIP: 77079 4 1 wf-form4_148097138260036.xml FORM 4 X0306 4 2016-12-02 0 0001534701 Phillips 66 PSX 0001547334 Ziemba Lawrence Michael 2331 CITYWEST BLVD. HOUSTON TX 77042 0 1 0 0 Executive VP, Refining Common Stock 2016-12-02 4 M 0 101909 32.03 A 113996 D Common Stock 2016-12-02 4 S 0 101909 85.2412 D 12087 D Restricted Stock Units 22394 D Common Stock 2507.949 I By Phillips 66 Savings Plan Employee Stock Option (Right to Buy) 32.03 2016-12-02 4 M 0 101909 0 D 2022-02-09 Common Stock 101909.0 0 D Stock Options (Right to Buy) 62.17 2023-02-07 Common Stock 23900.0 23900 D Stock Options (Right to Buy) 72.255 2024-02-06 Common Stock 26600.0 26600 D Employee Stock Option (Right to Buy) 74.135 2025-02-03 Common Stock 28000.0 28000 D Employee Stock Option (Right to Buy) 78.62 2026-02-02 Common Stock 32200.0 32200 D Phantom Stock Common Stock 2703.219 2703.219 D Performance Stock Units Common Stock 145838.0 145838 D The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.00 to $85.67. 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. Restricted Stock Units settle for shares of Phillips 66 common stock on a 1-for-1 basis on the third anniversary of the grant provided performance criteria are met. Includes shares acquired through on-going acquisitions under 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-1. The stock options became exercisable in three equal annual installments beginning on February 9, 2013. The stock options become exercisable in three equal annual installments beginning on February 7,2014. The stock options become exercisable in three equal annual installments beginning on February 6, 2015. These stock options become exercisable in three equal annual installments beginning on February 3, 2016. The stock options become exercisable in three equal annual installments beginning on February 2, 2017. The shares of phantom stock convert to Phillips 66 stock on a 1-for-1 basis. The shares of phantom stock were acquired under a Defined Contribution Makeup Plan providing for settlement upon termination of employment, subject to possible deferred payment in certain circumstances. The reporting of this transaction is not an acknowledgment that it is not an exempt transaction under an Excess Benefit Plan pursuant to Rule 16b-3(c). Performance Stock Units (PSUs) settle for shares of Phillips 66 common stock on a 1-for-1 basis at the end of the escrow period. The escrow period for performance periods beginning prior to 2009 ends upon separation of service. The escrow period for performance periods after 2009 ends on the earliest to occur of: (a) five years; (b) termination of employment as a result of layoff; (c) termination of employment after attainment of age 55 with five years of service; (d) termination of employment due to death or total disability; or (e) termination of employment following a change in control. The PSUs will be forfeited if the reporting person separates from service prior to the end of the escrow period for any reason other than those listed above. During the escrow period, the reporting person may not dispose of PSUs. The reporting person may also elect to defer settlement of PSUs until a later date. The Performance Stock Units do not have an expiration date. Grant F. Adamson, Attorney-in-Fact (By Power of Attorney filed with the Commission on April 12, 2012) 2016-12-05