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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Phillips 66 2331 CITYWEST BLVD. HOUSTON, TX 77042 |
X | |||
| Phillips 66 Co 2331 CITYWEST BLVD. HOUSTON, TX 77042 |
X | |||
| Phillips 66 Project Shareholder Inc. 2331 CITYWEST BLVD. HOUSTON, TX 77042 |
X | |||
| Phillips 66 Project Development Inc. 2331 CITYWEST BLVD. HOUSTON, TX 77042 |
X | |||
| Phillips Gas Co LLC 2331 CITYWEST BLVD. HOUSTON, TX 77042 |
X | |||
| /s/ Timothy D. Roberts, Executive Vice President of Phillips 66 | 08/26/2022 | |
| **Signature of Reporting Person | Date | |
| /s/ Timothy D. Roberts, Executive Vice President of Phillips 66 Company | 08/26/2022 | |
| **Signature of Reporting Person | Date | |
| /s/ Timothy D. Roberts, President of Phillips 66 Project Shareholder Inc. | 08/26/2022 | |
| **Signature of Reporting Person | Date | |
| /s/ Timothy D. Roberts, President of Phillips 66 Project Development Inc. | 08/26/2022 | |
| **Signature of Reporting Person | Date | |
| /s/ Kevin J. Mitchell, President of Phillips Gas Company LLC | 08/26/2022 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | On August 17, 2022, Phillips Gas Company LLC ("PGC") and Spectra Energy DEFS Holding, LLC, as members of DCP Midstream, LLC ("Midstream"), entered into a Third Amended and Restated Limited Liability Agreement of DCP Midstream, LLC, effective on August 17, 2022 (the "Third A&R LLC Agreement"), which, among other things, designated PGC as the Class A Managing Member of Midstream. PGC is a wholly owned subsidiary of Phillips 66 Project Development Inc. ("P66 Project Development"), which is a wholly owned subsidiary of Phillips 66 Project Shareholder Inc. ("P66 Project Shareholder"), which is a wholly owned subsidiary of Phillips 66 Company ("P66Co"), which is a wholly owned subsidiary of Phillips 66. As a result of PGC's membership interest in Midstream, each of Phillips 66, P66Co, P66 Project Shareholder, P66 Project Development and PGC may be deemed to indirectly beneficially own (1) 50,874,908 common units representing limited partner interests ("Common Units") of DCP Midstream, |
| (2) | (Continued from Footnote 1), in its capacity as the sole member of DCP Midstream GP, LLC, the general partner of the General Partner, and in its capacity as the sole owner of the limited partner interests in the General Partner, may be deemed to indirectly own. Each of Phillips 66, P66Co, P66 Project Shareholder, P66 Project Development and PGC disclaims beneficial ownership of any Common Units except to the extent of their pecuniary interest therein. |