Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Garland Greg C.
   2. Issuer Name and Ticker or Trading Symbol
Phillips 66 [PSX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
2331 CITYWEST BLVD.		 3. Date of Earliest Transaction (Month/Day/Year)
02/09/2017
(Street)

HOUSTON, TX 77042		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 02/09/2017   M   10,724 (1) A $ 0 115,883 D  
Common Stock 02/09/2017   F   4,247 D $ 79.305 111,636 D  
Restricted Stock Units (2)               108,380 D  
Common Stock               14,827.037 I By Phillips 66 Savings Plan
Common Stock               500 I Executor of father's estate

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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 Underlying Securities
(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 of Derivative Security: 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
Performance Stock Units (3) 02/09/2017   M     10,724 (1)   (3)   (4) Common Stock 513,181 $ 0 502,457 D  
Employee Stock Option (Right to Buy) $ 78.475               (5) 02/07/2027 Common Stock 174,000   174,000 D  
Employee Stock Option (Right to Buy) $ 78.62               (6) 02/02/2026 Common Stock 169,400   169,400 D  
Employee Stock Option (Right to Buy) $ 74.135               (7) 02/03/2025 Common Stock 146,700   146,700 D  
Stock Options (Right to Buy) $ 72.255               (8) 02/06/2024 Common Stock 126,300   126,300 D  
Stock Options (Right to Buy) $ 62.17               (9) 02/07/2023 Common Stock 158,500   158,500 D  
Employee Stock Option (Right to Buy) $ 32.03               (10) 02/09/2022 Common Stock 169,228   42,728 D  
Phantom Stock (11)               (12)   (12) Common Stock 12,378.853   12,378.853 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Garland Greg C.
2331 CITYWEST BLVD.
HOUSTON, TX 77042		   X     Chairman and CEO  

Signatures

 Grant F. Adamson, Attorney-in-Fact (By Power of Attorney filed with the Commission on April 12, 2012)   02/13/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Lapsing of restrictions on Performance Stock Units.
(2) Restricted Stock Units settle for shares of Phillips 66 common stock on a 1-for-1 basis on the third anniverary of the grant provided performance criteria are met.
(3) 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.
(4) The Performance Stock Units do not have an expiration date.
(5) The stock options become exercisable in three equal annual installments beginning February 7, 2018.
(6) The stock options became exercisable in three equal annual installments beginning February 2, 2017.
(7) The stock options became exercisable in three equal annual installments beginning February 3, 2016.
(8) The stock options became exercisable in three equal annual installments beginning February 6, 2015.
(9) The stock options became exercisable in three equal annual installments beginning February 7, 2014.
(10) The stock options became exercisable in three equal annual installments beginning February 9, 2013.
(11) The shares of phantom stock convert to Phillips 66 stock on a 1-for-1 basis.
(12) 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).

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