Joseph O'Toole - Mar 9, 2022 Form 4 Insider Report for PHILLIPS 66 PARTNERS LP (PSXP)

Role: Director
Signature: /s/ Julie P. Pradel, Attorney-in-fact
Stock symbol: PSXP
Transactions as of: Mar 9, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/9/2022, 04:23 PM
Previous filing: Jan 20, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PSXP	Common Units	Disposed to Issuer		-10K	-100%		0	Mar 9, 2022	Direct	F1
transaction	PSXP	Common Units	Disposed to Issuer		-25K	-100%		0	Mar 9, 2022	Held by Family Partnership	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PSXP	Phantom Units	Disposed to Issuer		-7.5K	-100%		0	Mar 9, 2022	Common Units	7.5K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Joseph O'Toole is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to that certain Agreement and Plan of Merger dated October 26, 2021 (the "Merger Agreement") by and among the Issuer, Phillips 66, Phoenix Sub LLC, a Delaware limited liability company and jointly owned subsidiary of P66 Company and P66 PDI ("Merger Sub") and the other parties thereto, on March 9, 2022, Merger Sub merged with and into the Issuer, with the Issuer surviving as an indirect, wholly owned subsidiary of Phillips 66 (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding Common Unit held by the Reporting Person was converted into the right to receive 0.500 shares (the "Exchange Ratio") of common stock, par value $0.01 per share, of Phillips 66 (the "Merger Consideration").
F2	At the Effective Time, each of the outstanding equity awards held the Reporting Person became fully vested and automatically converted into the right to receive, with respect to each Common Unit subject thereto, the Merger Consideration (or, to the extent set forth under the terms of the applicable award, cash in an amount equal to the value of the Merger Consideration based on the closing price of a share of Phillips 66 Common Stock as of the closing date of the Merger) plus any accrued but unpaid amounts in relation to distribution equivalent rights.

Content

Pursuant to that certain Agreement and Plan of Merger dated October 26, 2021 (the "Merger Agreement") by and among the Issuer, Phillips 66, Phoenix Sub LLC, a Delaware limited liability company and jointly owned subsidiary of P66 Company and P66 PDI ("Merger Sub") and the other parties thereto, on March 9, 2022, Merger Sub merged with and into the Issuer, with the Issuer surviving as an indirect, wholly owned subsidiary of Phillips 66 (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding Common Unit held by the Reporting Person was converted into the right to receive 0.500 shares (the "Exchange Ratio") of common stock, par value $0.01 per share, of Phillips 66 (the "Merger Consideration").

At the Effective Time, each of the outstanding equity awards held the Reporting Person became fully vested and automatically converted into the right to receive, with respect to each Common Unit subject thereto, the Merger Consideration (or, to the extent set forth under the terms of the applicable award, cash in an amount equal to the value of the Merger Consideration based on the closing price of a share of Phillips 66 Common Stock as of the closing date of the Merger) plus any accrued but unpaid amounts in relation to distribution equivalent rights.