Phillips 66 4

4 · Phillips 66 · Filed Jun 30, 2016

Insider Transaction Report

Form 4

Period: 2016-06-28

Phillips 66PSX

Taylor Timothy Garth

Executive Vice President

Transactions

Exercise/Conversion
Employee Stock Option (Right to Buy)
2016-06-28−50,000→ 27,260 total
Exercise: $32.03Exp: 2022-02-09→ Common Stock (77,260 underlying)
Exercise/Conversion
Common Stock
2016-06-28$32.03/sh+50,000$1,601,500→ 91,618 total
Sale
Common Stock
2016-06-28$78.00/sh−50,000$3,900,000→ 41,618 total

Holdings

Stock Options (Right to Buy)
Exercise: $62.17Exp: 2023-02-07→ Common Stock (32,100 underlying)
32,100
Stock Options (Right to Buy)
Exercise: $72.25Exp: 2024-02-06→ Common Stock (30,100 underlying)
30,100
Employee Stock Option (Right to Buy)
Exercise: $74.14Exp: 2025-02-03→ Common Stock (52,300 underlying)
52,300
Employee Stock Option (Right to Buy)
Exercise: $78.62Exp: 2026-02-02→ Common Stock (60,700 underlying)
60,700
Phantom Stock
→ Common Stock (1,974.866 underlying)
1,974.866
Restricted Stock Units
41,434
Common Stock
(indirect: By Phillips 66 Savings Plan)
481.648
Performance Stock Units
→ Common Stock (119,096 underlying)
119,096

Footnotes (14)

[F1]Includes shares received upon the lapse of restrictions on Restricted Stock Units, which were previously reported in Table I holdings.
[F10]The shares of phantom stock convert to Phillips 66 stock on a 1-for-1 basis.
[F11]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).
[F12]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 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.
[F13]Performance Stock Units settle for cash based on the fair market value on the vesting date, which is the third anniversary of the grant provided performance criteria are met.
[F14]The Performance Stock Units do not have an expiration date.
[F2]The stock units will be forfeited if the reporting person separates from service prior to the end of an escrow period ending on the earliest to occur of the following: (a) termination of employment as a result of layoff; (b) termination of employment after attainment of age 55 with five years of service; (c) termination of employment due to death or total disability; or (d) termination of employment following a change in control. During the escrow period, the reporting person may not dispose of the stock units. The stock units will convert to common stock on the later of (a) the end of the escrow period or (b) the earlier of (i) death or (ii) six months after separation from service in which case the stock units will convert to common stock. The reporting person may also elect to defer conversion of stock units until a later date.
[F3]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.
[F4]Includes shares acquired through on-going acquisitions under 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-1.
[F5]The stock options become exercisable in three equal annual installments beginning February 9, 2013.
[F6]The stock options become exercisable in three equal annual installments beginning February 7, 2014.
[F7]The stock options become exercisable in three equal annual installments beginning February 6, 2015.
[F8]The stock options become exercisable in three equal annual installments beginning February 3, 2016.
[F9]The stock options become exercisable in three equal annual installments beginning February 2, 2017.

Documents

1 file

4
wf-form4_146731762125417.xmlPrimary
FORM 4