Phillips 66 Project Development Inc. - Oct 26, 2021 Form 4 Insider Report for PHILLIPS 66 PARTNERS LP (PSXP)

Role: 10%+ Owner
Signature: Paula A. Johnson, VP of Phillips 66 Project Development Inc.
Stock symbol: PSXP
Transactions as of: Oct 26, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/27/2021, 05:18 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PSXP	Common Units	Other	$0	-1.7M	-0.99%	$0.00	170M	Oct 26, 2021	See Footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	Represents an in-kind dividend by Phillips 66 Project Development Inc. ("P66 PDI") for no consideration to Phillips 66 Company ("P66 Company") pursuant to the terms of a dividend and assignment agreement by and between P66 PDI and P66 Company.
F2	Following the transaction reported herein, P66 PDI and P66 Company are the record holders of 168,062,536 and 1,697,601 Common Units, respectively. P66 PDI is a direct wholly owned subsidiary of P66 Company, which is a direct wholly owned subsidiary of Phillips 66 ("PSX"). Accordingly, PSX may be deemed to indirectly own the securities of the Issuer directly held by P66 Company and P66 PDI, and P66 Company may be deemed to indirectly own the securities of the Issuer directly held by P66 PDI, but they disclaim beneficial ownership except to the extent of their pecuniary interest therein.

Content

Represents an in-kind dividend by Phillips 66 Project Development Inc. ("P66 PDI") for no consideration to Phillips 66 Company ("P66 Company") pursuant to the terms of a dividend and assignment agreement by and between P66 PDI and P66 Company.

Following the transaction reported herein, P66 PDI and P66 Company are the record holders of 168,062,536 and 1,697,601 Common Units, respectively. P66 PDI is a direct wholly owned subsidiary of P66 Company, which is a direct wholly owned subsidiary of Phillips 66 ("PSX"). Accordingly, PSX may be deemed to indirectly own the securities of the Issuer directly held by P66 Company and P66 PDI, and P66 Company may be deemed to indirectly own the securities of the Issuer directly held by P66 PDI, but they disclaim beneficial ownership except to the extent of their pecuniary interest therein.