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.