0001572910-17-000044.txt : 20171011 0001572910-17-000044.hdr.sgml : 20171011 20171011161004 ACCESSION NUMBER: 0001572910-17-000044 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171006 FILED AS OF DATE: 20171011 DATE AS OF CHANGE: 20171011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Phillips 66 Co CENTRAL INDEX KEY: 0001534827 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36011 FILM NUMBER: 171132742 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: Phillips 66 Project Development Inc. CENTRAL INDEX KEY: 0001654510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36011 FILM NUMBER: 171132743 BUSINESS ADDRESS: STREET 1: 3010 BRIARPARK DRIVE 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: Phillips 66 CENTRAL INDEX KEY: 0001534701 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36011 FILM NUMBER: 171132741 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PHILLIPS 66 PARTNERS LP CENTRAL INDEX KEY: 0001572910 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 383899432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2331 CITYWEST BLVD. CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 855-283-9237 MAIL ADDRESS: STREET 1: P.O. BOX 4428 CITY: HOUSTON STATE: TX ZIP: 77210 4 1 wf-form4_150775259061616.xml FORM 4 X0306 4 2017-10-06 0 0001572910 PHILLIPS 66 PARTNERS LP PSXP 0001654510 Phillips 66 Project Development Inc. 2331 CITYWEST BLVD. HOUSTON TX 77042 1 0 1 0 0001534827 Phillips 66 Co 2331 CITYWEST BLVD. HOUSTON TX 77042 1 0 1 0 0001534701 Phillips 66 2331 CITYWEST BLVD. HOUSTON TX 77042 1 0 1 0 Common Units 2017-10-06 4 A 0 4713113 47.94 A 68760137 D On October 6, 2017, in connection with the closing of the transactions contemplated by the Contribution, Conveyance and Assumption Agreement dated September 19, 2017, by and among the Issuer, Phillips 66 Partners GP LLC (the "General Partner"), Phillips 66 Company ("P66 Company") and Phillips 66 Project Development Inc. ("P66 PDI"), the Issuer acquired from P66 PDI an indirect 25% interest in each of Dakota Access, LLC and Energy Transfer Crude Oil Company, LLC and a direct 100% interest in Merey Sweeny, L.P. The total consideration paid by the Issuer was $1.65 billion, consisting of $372 million in cash; the assumption of certain liabilities; 4,713,113 common units of the Issuer issued to P66 PDI; and 292,665 general partner units issued to the General Partner. The price per common unit of the Issuer was determined by the ten day volume-weighted average closing price of the Issuer's common units on the New York Stock Exchange for the ten day trading period ended September 18, 2017. This Form 4 is filed jointly by Phillips 66 ("PSX"), P66 Company, and P66 PDI. P66 PDI is a direct wholly owned subsidiary of P66 Company, which is a direct wholly owned subsidiary of PSX. P66 PDI owns all of the outstanding membership interest in the General Partner. Accordingly, the General Partner is an indirect wholly owned subsidiary of P66 Company and PSX. P66 Company and PSX may be deemed to indirectly own the securities of the Issuer directly held by the General Partner, but disclaim beneficial ownership except to the extent of their pecuniary interest therein. P66 Company and PSX may also be deemed to indirectly own the securities of the Issuer directly held by P66 PDI, but disclaim beneficial ownership except to the extent of their pecuniary interest therein. Paula A. Johnson, VP of Phillips 66 Project Development Inc. 2017-10-10 Paula A. Johnson, Executive VP of Phillips 66 Company 2017-10-10 Paula A. Johnson, Executive VP of Phillips 66 2017-10-10