0001534701-22-000194.txt : 20221115 0001534701-22-000194.hdr.sgml : 20221115 20221115193324 ACCESSION NUMBER: 0001534701-22-000194 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221111 FILED AS OF DATE: 20221115 DATE AS OF CHANGE: 20221115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pruitt Joseph Scott CENTRAL INDEX KEY: 0001876439 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35349 FILM NUMBER: 221392631 MAIL ADDRESS: STREET 1: 2331 CITYWEST BLVD. CITY: HOUSTON STATE: TX ZIP: 77042 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: 832-765-3010 MAIL ADDRESS: STREET 1: 2331 CITYWEST BLVD. CITY: HOUSTON STATE: TX ZIP: 77042 4 1 wf-form4_166855878585233.xml FORM 4 X0306 4 2022-11-11 0 0001534701 Phillips 66 PSX 0001876439 Pruitt Joseph Scott 2331 CITYWEST BLVD. HOUSTON TX 77042 0 1 0 0 Vice President and Controller Common Stock 2022-11-11 4 M 0 3000 74.70 A 18302 D Common Stock 2022-11-11 4 S 0 3000 111.855 D 15302 D Common Stock 2022-11-15 4 M 0 600 78.475 A 15902 D Common Stock 2022-11-15 4 S 0 600 110.6775 D 15302 D Common Stock 4640.113 I By Phillips 66 Savings Plan Employee Stock Option (Right to Buy) 74.7 2022-11-11 4 M 0 3000 0 D 2031-02-09 Common Stock 3000.0 6000 D Employee Stock Option (Right to Buy) 78.475 2022-11-15 4 M 0 1200 0 D 2027-02-07 Common Stock 1200.0 0 D Includes 14,429 Restricted Stock Units (RSUs) that settle for shares of Phillips 66 common stock on a 1-for-1 basis on the third anniversary of the date of grant. The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.67 to $110.685. 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. Includes shares acquired through ongoing acquisitions under 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-11. The remaining stock options vest in two equal annual installments beginning on February 9, 2023. The stock options became exercisable in three equal annual installments beginning on February 7, 2018. Jenarae N. Garland, Attorney-in-Fact 2022-11-15 EX-24 2 jspruittsubstitutepoa.htm SPRUITT SUB POA

SUBSTITUTE POWER OF ATTORNEY
Pursuant to the terms of a power of attorney, dated July 22, 2021, a copy of which was previously filed (the "Power of Attorney"), the undersigned, Julie P. Pradel, was appointed a true and lawful attorney-in-fact for J. Scott Pruitt (the "Filer"), with full power of substitution, to:
(1) prepare, execute in Filer's name and on Filer's behalf, and file with the U.S. Securities and Exchange Commission (the "SEC") any of the following forms which Filer may be required or permitted to file:

A. Form ID and any other documents necessary or appropriate to obtain codes and passwords enabling Filer to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (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 of 1933 (the "Securities Act").

(2) do and perform any and all acts for and on Filer's behalf which may be necessary or desirable to complete and execute any such FormID, 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.
In accordance with the authority granted under the Power of Attorney, including the power of substitution, the undersigned hereby appoints Jenarae N. Garland as a substitute attorney-in-fact, on behalf of Filer, with the full power of substitution, to exercise and execute all of the powers granted or conferred to the undersigned in the Power of Attorney. By signature to this Substitute Power of Attorney, Jenarae N. Garland accepts such appointment.
This Substitute Power of Attorney shall remain in force for so long as Filer may be subject to reporting obligations under Section16(a) of the Exchange Act or the requirements of Rule 144 under the Securities Act, unless earlier expressly revoked by Filer in writing and delivered to Phillips 66.
IN WITNESS WHEREOF, the undersigned have caused this Substitute Power of Attorney to be executed as of this 12th day of October, 2022.

By: /s/ Julie P. Pradel
Name: Julie P. Pradel
Title: Attorney-in-Fact
I ACCEPT THIS APPOINTMENT AND SUBSTITUTION:

By: /s/ Jenarae N. Garland
Name: Jenarae N. Garland