UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PHILLIPS 66 PARTNERS LP
(Exact name of registrant as specified in its charter)
Delaware | 38-3899432 | |
(State of incorporation or organization) | (I.R.S. Employer Identification No.) |
3010 Briarpark Drive
Houston, Texas 77042
(Address of principal executive offices and zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
|
Name of each exchange on which each class is to be registered |
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Common Units representing limited partner interests | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box ¨
Securities Act registration statement file number to which this form relates: 333-187582
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. | Description of Registrants Securities to be Registered. |
A description of the common units representing limited partner interests in Phillips 66 Partners LP (the Registrant) is set forth under the captions The Offering, Cash Distribution Policy and Restrictions on Distributions, Provisions of Our Partnership Agreement Relating to Cash Distributions, Description of the Common Units, Our Partnership Agreement, Units Eligible For Future Sale and Material Federal Income Tax Consequences in the prospectus included in the Registrants Registration Statement on Form S-l (Registration No. 333-187582), initially filed with the Securities and Exchange Commission on March 27, 2013 under the Securities Act of 1933, as amended, and will be set forth in any prospectus filed in accordance with Rule 424(b) thereunder, which description is incorporated herein by reference.
Item 2. | Exhibits. |
The following exhibits to this Registration Statement on Form 8-A are incorporated by reference from the documents specified, which have been filed with the Securities and Exchange Commission.
Exhibit No. |
Description |
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1. | Registrants Registration Statement on Form S-1 (Registration No. 333-187582), initially filed with the Securities and Exchange Commission on March 27, 2013, as amended (incorporated herein by reference). | |
2. | Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrants Registration Statement on Form S-l (Registration No. 333-187582), initially filed with the Securities and Exchange Commission on March 27, 2013, as amended). | |
3. | Form of First Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Appendix A to the prospectus included in the Registrants Registration Statement on Form S-l (Registration No. 333-187582), initially filed with the Securities and Exchange Commission on March 27, 2013, as amended). | |
4. | Specimen Unit Certificate for the Common Units (included as Exhibit A to the Form of First Amended and Restated Agreement of Limited Partnership of the Registrant) (incorporated herein by reference to Appendix A to the prospectus included in the Registrants Registration Statement on Form S-1 (Registration No. 333-187582), initially filed with the Securities and Exchange Commission on March 27, 2013, as amended). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Phillips 66 Partners LP | ||||||
By: |
Phillips 66 Partners GP LLC, as general partner |
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Date: July 18, 2013 | By: | /s/ Paula A. Johnson | ||||
Paula A. Johnson | ||||||
Vice President, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit No. |
Description |
|
1. | Registrants Registration Statement on Form S-1 (Registration No. 333-187582), initially filed with the Securities and Exchange Commission on March 27, 2013, as amended (incorporated herein by reference). | |
2. | Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrants Registration Statement on Form S-l (Registration No. 333-187582), initially filed with the Securities and Exchange Commission on March 27, 2013, as amended). | |
3. | Form of First Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Appendix A to the prospectus included in the Registrants Registration Statement on Form S-l (Registration No. 333-187582), initially filed with the Securities and Exchange Commission on March 27, 2013, as amended). | |
4. | Specimen Unit Certificate for the Common Units (included as Exhibit A to the Form of First Amended and Restated Agreement of Limited Partnership of the Registrant) (incorporated herein by reference to Appendix A to the prospectus included in the Registrants Registration Statement on Form S-1 (Registration No. 333-187582), initially filed with the Securities and Exchange Commission on March 27, 2013, as amended). |