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 * O'Toole Joseph   2. Issuer Name and Ticker or Trading Symbol PHILLIPS 66 PARTNERS LP [PSXP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2331 CITYWEST BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 01/15/2019 (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 Units (Limited Partner Interests)               25,000 I Held by Family Partnership Common Units (Limited Partner Interests)               10,000 D   Common Units (Limited Partner Interests) 01/15/2019   M   1,418 (1) A $ 0 11,418 D   Common Units (Limited Partner Interests) 01/15/2019   D   1,418 (1) D $ 48.5025 (2) 10,000 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Phantom Units

(3)

01/15/2019

A(4)

1,650

01/15/2022

(5)

Common Units (Limited Partner Interests)

1,650

$ 0

1,650

D

Phantom Units

(3)

01/15/2019

M

1,418

01/15/2019

(5)

Common Units (Limited Partner Interests)

1,418

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
O'Toole Joseph 2331 CITYWEST BLVD. HOUSTON, TX 77042	X

Signatures

Amanda K. Maki, Attorney in Fact (by power of attorney filed with the Commission on January 18, 2018)		01/17/2019
**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)	The reporting person did not purchase or sell any common units in the settlement of the award. The transaction represents the required reporting for the cash settlement of a phantom stock award.
(2)	The price reflected above is the average of the high and the low price of the Company's common unit on January 15, 2019.
(3)	Phantom units are the economic equivalent of one common unit of Phillips 66 Partners LP and convert on a one-for-one basis.
(4)	Annual grant to non-employee directors of phantom units.
(5)	Phantom units do not have an expiration date.

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