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
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

Ziemba Lawrence Michael	2. Issuer Name and Ticker or Trading Symbol

Phillips 66 [ PSX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive VP, Refining	
(Last)          (First)          (Middle)

2331 CITYWEST BLVD.	3. Date of Earliest Transaction (MM/DD/YYYY)

12/2/2016		
(Street)

HOUSTON, TX 77042
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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  	12/2/2016  	 	M	  	101909  	A	$32.03  	113996  	D  	 	
Common Stock  	12/2/2016  	 	S	  	101909  	D	$85.2412   (1)	12087  	D  	 	
Restricted Stock Units   (2)	 	 	 	  	 	 	 	22394  	D  	 	
Common Stock  	 	 	 	  	 	 	 	2507.949   (3)	I  	By Phillips 66 Savings Plan  	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	7. Title and Amount of Securities Underlying Derivative Security
(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					
Employee Stock Option (Right to Buy)  	$32.03  	12/2/2016  	 	M  	  	  	101909   	  (4)	2/9/2022  	Common Stock  	101909.0  	$0  	0  	D  	 	
Stock Options (Right to Buy)  	$62.17  	 	 	   	  	  	  	  (5)	2/7/2023  	Common Stock  	23900.0  	 	23900  	D  	 	
Stock Options (Right to Buy)  	$72.255  	 	 	   	  	  	  	  (6)	2/6/2024  	Common Stock  	26600.0  	 	26600  	D  	 	
Employee Stock Option (Right to Buy)  	$74.135  	 	 	   	  	  	  	  (7)	2/3/2025  	Common Stock  	28000.0  	 	28000  	D  	 	
Employee Stock Option (Right to Buy)  	$78.62  	 	 	   	  	  	  	  (8)	2/2/2026  	Common Stock  	32200.0  	 	32200  	D  	 	
Phantom Stock  	  (9)	 	 	   	  	  	  	  (10)	  (10)	Common Stock  	2703.219  	 	2703.219  	D  	 	
Performance Stock Units  	  (11)	 	 	   	  	  	  	  (11)	  (12)	Common Stock  	145838.0  	 	145838  	D  	 	

Explanation of Responses:	
(  1) 	The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.00 to $85.67. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.	
(  2) 	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.	
(  3) 	Includes shares acquired through on-going acquisitions under 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-1.	
(  4) 	The stock options became exercisable in three equal annual installments beginning on February 9, 2013.	
(  5) 	The stock options become exercisable in three equal annual installments beginning on February 7,2014.	
(  6) 	The stock options become exercisable in three equal annual installments beginning on February 6, 2015.	
(  7) 	These stock options become exercisable in three equal annual installments beginning on February 3, 2016.	
(  8) 	The stock options become exercisable in three equal annual installments beginning on February 2, 2017.	
(  9) 	The shares of phantom stock convert to Phillips 66 stock on a 1-for-1 basis.	
(  10) 	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).	
(  11) 	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 for performance periods beginning prior to 2009 ends upon separation of service. The escrow period for performance periods after 2009 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.	
(  12) 	The Performance Stock Units do not have an expiration date.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Ziemba Lawrence Michael
2331 CITYWEST BLVD.
HOUSTON, TX 77042			Executive VP, Refining		

Signatures		
Grant F. Adamson, Attorney-in-Fact (By Power of Attorney filed with the Commission on April 12, 2012)		12/5/2016	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	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).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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