SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Haney Mark

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
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 Units (Limited Partner Interests) 01/20/2022 M 1,650(1) A $0 34,127 D
Common Units (Limited Partner Interests) 01/20/2022 D 1,650(1) D $43.9625(2) 32,477 D
Common Units (Limited Partner Interests) 01/20/2022 P 1,623(3) A $44.5333(4) 34,100 D
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
Phantom Units (5) 01/20/2022 M 1,650 01/15/2022 (6) Common Units (Limited Partner Interests) 1,650 $0 0 D
Phantom Units (5) 01/20/2022(7) A 2,389(8) 01/14/2025 (6) Common Units (Limited Partner Interests) 2,389 $0 2,389 D
Explanation of Responses:
1. These transactions do not represent the actual purchase and sale of common units by the reporting person. In accordance reporting requirements, they represent the cash settlement of a phantom unit award.
2. The price reflected above is the average of the high and the low price of the Company's common unit on January 14, 2022.
3. In accordance with Rule 10b5-1, on November 25, 2018, the reporting person gave instructions to purchase common units with the cash payment received upon settlement of the 1,650 phantom units reported on this Form 4.
4. The price of $43.5333 is a weighted average price. These units were acquired in multiple transactions at prices ranging from $44.529 - $44.54. 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 units and prices at which the transaction was effected.
5. Each phantom unit is the economic equivalent of one common unit of Phillips 66 Partners LP.
6. The phantom units do not have an expiration date.
7. The plan actually dictates January 15th as the grant date, but due to that being a holiday weekend, the reporting person was not notified of the transaction until the 20th, which is the transaction date per Rule 16a-3(g).
8. Annual grant to non-employee directors of phantom units.
Julie P. Pradel, by Power of Attorney 01/20/2022
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.