SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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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*
BERKSHIRE HATHAWAY INC

(Last) (First) (Middle)
3555 FARNAM STREET

(Street)
OMAHA NE 68131

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Phillips 66 [ PSX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/13/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 Stock 01/13/2016 P 407,529 A $75.1814(1) 67,853,031 I See footnotes(2)(3)
Common Stock 01/13/2016 P 356,356 A $76.1295(4) 68,209,387 I See footnotes(2)(3)
Common Stock 01/13/2016 P 530,257 A $77.0463(5) 68,739,644 I See footnotes(2)(3)
Common Stock 01/13/2016 P 280,865 A $77.8195(6) 69,020,509 I See footnotes(2)(3)
Common Stock 01/13/2016 P 12,400 A $78.9056(7) 69,032,909 I See footnotes(2)(3)
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
1. Name and Address of Reporting Person*
BERKSHIRE HATHAWAY INC

(Last) (First) (Middle)
3555 FARNAM STREET

(Street)
OMAHA NE 68131

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BUFFETT WARREN E

(Last) (First) (Middle)
3555 FARNAM STREET

(Street)
OMAHA NE 68131

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $74.54 to $75.535. Berkshire Hathaway Inc. ("Berkshire") and the other reporting person undertake to provide Phillips 66, any security holder of Phillips 66, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes 1, and 4 to 7 to this Form 4.
2. 62,930,909 of the total reported securities are owned by the following subsidiaries of Berkshire: National Indemnity Co. (52,863,649), National Fire & Marine Insurance Co. (1,163,000), National Liability & Fire Insurance Co. (1,266,000), Berkshire Hathaway Assurance Corp. (1,558,000), Berkshire Hathaway Homestate Insurance Co. (782,000), Berkshire Hathaway Specialty Insurance Co. (1,314,000) and Columbia Insurance Company (3,984,260). As Berkshire is in the chain of ownership of each of these subsidiaries, it may be deemed presently to both beneficially own and have a pecuniary interest in all shares of Common Stock presently owned by each of these subsidiaries. Warren E. Buffett, as the controlling stockholder of Berkshire, may be deemed presently to beneficially own, but only to the extent he has a pecuniary interest in, the shares of Common Stock presently owned by each such subsidiary.
3. Continuation of Footnote 2: Mr. Buffett disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Footnote 3: 6,102,000 of the total reported securities are owned by the following pension plans of Berkshire's subsidiaries: FlightSafety International Inc. Retirement Income Plan (350,000), Fruit of the Loom Pension Trust (921,300), GEICO Corporation Pension Plan Trust (2,499,700), Johns Manville Corporation Master Pension Trust (2,187,000), and General Re Corp. Employee Retirement Trust (144,000). Each of Berkshire, Mr. Buffett and these pension plans disclaim beneficial ownership in such shares.
4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $75.54 to $76.535.
5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $76.54 to $77.535.
6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $77.54 to $78.52.
7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $78.63 to $78.93.
Remarks:
/s/ Warren E. Buffett (on behalf of himself and each other reporting person hereunder) 01/15/2016
** 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).
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