TY 2022 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter social security numbers on this form as it may be made public.
right arrow

Go to www.irs.gov/Form990PF for instructions and the latest information.

OMB No. 1545-0047

2022

Open to Public Inspection

For calendar year 2022, or tax year beginning 01-01-2022 , and ending 12-31-2022

Name of foundation
JOHN S PHIPPS FAMILY FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)BTCO 100 WOODBRIDGE CENTER DR
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
WOODBRIDGE, NJ07095

A Employer identification number

13-6861582

B Telephone number (see instructions)

(516) 508-9623

C If exemption application is pending, check here right arrow

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address change Name change

D 1. Foreign organizations, check here............. right arrow

2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow

E If private foundation status was terminated
under section 507(b)(1)(A), check here ....... right arrow

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ....... right arrow

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) right arrow

$18,676,546J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check .............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities...	315,122		315,122
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		221,033
b	Gross sales price for all assets on line 6a 3,460,437
7	Capital gain net income (from Part IV, line 2)...			212,263
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......	List of Attached Documents: // Content	30,265	31,521
12	Total. Add lines 1 through 11........	566,420		558,906
13	Compensation of officers, directors, trustees, etc.	8,976		5,984	2,992
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......	List of Attached Documents: // Content	3,300	0	3,300
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	58,334	1,076	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......	List of Attached Documents: // Content	63,863	63,113	750
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	134,473		70,173	7,042
25	Contributions, gifts, grants paid.......	1,200,000			1,200,000
26	Total expenses and disbursements. Add lines 24 and 25	1,334,473		70,173	1,207,042
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-768,053
b	Net investment income (if negative, enter -0-)			488,733
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2022)

Form 990-PF (2022)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............
	2	Savings and temporary cash investments.........	820,336	182,642	182,642
	3	Accounts receivable 835
		Less: allowance for doubtful accounts	404	835	835
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)	1,767,913	List of Attached Documents: // Content 2,010,074	1,871,800
	b	Investments—corporate stock (attach schedule).......	10,246,424	List of Attached Documents: // Content 8,346,626	10,789,072
	c	Investments—corporate bonds (attach schedule).......	1,739,942	List of Attached Documents: // Content 1,266,200	1,185,877
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	2,527,384	List of Attached Documents: // Content 4,520,424	4,646,320
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	17,102,403	16,326,801	18,676,546
	17	Accounts payable and accrued expenses..........
	18	Grants payable.................
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22).........	0	0
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........
	25	Net assets with donor restrictions............
		Foundations that do not follow FASB ASC 958, check here
		and complete lines 26 through 30.
	26	Capital stock, trust principal, or current funds........	17,102,403	16,326,801
	27	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	28	Retained earnings, accumulated income, endowment, or other funds	0	0
	29	Total net assets or fund balances (see instructions).....	17,102,403	16,326,801
	30	Total liabilities and net assets/fund balances (see instructions).	17,102,403	16,326,801

Part III

Analysis of Changes in Net Assets or Fund Balances

Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............

17,102,403

Enter amount from Part I, line 27a .....................

-768,053

Other increases not included in line 2 (itemize) right arrow

Add lines 1, 2, and 3 ..........................

16,334,350

Decreases not included in line 2 (itemize) right arrow

List of Attached Documents:

// Content

7,549

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .

16,326,801

Form 990-PF (2022)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation
1 a	PUBLICLY TRADED SECURITIES	P
b	PASSTHROUGH ENTITY	P
c	CAPITAL GAINS DIVIDENDS	P
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	3,406,676	3,239,404	167,272
b	53,744	8,770	44,974
c	17		17
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a			167,272
b			44,974
c			17
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	212,263
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...................		3

Form 990-PF (2022)

Page 4

Part V

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check here and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)	1	6,793
b	All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2	0
3	Add lines 1 and 2...........................	3	6,793
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	4	0
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	6,793
6	Credits/Payments:

a	2022 estimated tax payments and 2021 overpayment credited to 2022	6a	25,000
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	0
d	Backup withholding erroneously withheld ...........	6d	0

7	Total credits and payments. Add lines 6a through 6d..............		7	25,000
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2221 is attached.		8	0
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	18,207
11	Enter the amount of line 10 to be: Credited to 2023 estimated tax18,207	Refunded	11	0

Part VI-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions

for the definition.................................

If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. right arrow

$ 0(2) On foundation managers. right arrow

$ 0

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. right arrow

$ 0

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....

Did the foundation have unrelated business gross income of $1,000 or more during the year?.........

Yes

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Yes

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument? ................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),

and Part XIV..................................

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If "No," attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2022 or the taxable year beginning in 2022? See the instructions for Part XIII.

If "Yes," complete Part XIII .............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names

and addresses. ...............................

Form 990-PF (2022)

Page 5

Part VI-A

Statements Regarding Activities (continued)

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement. See instructions.................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address right arrow

N/A

The books are in care of right arrow

BESSEMER TRUST COMPANY Telephone no. right arrow

(516) 508-9623

Located at right arrow

100 WOODBRIDGE CENTER DRIVEWOODBRIDGENJ ZIP+4 right arrow

07095

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here ......... right arrow

and enter the amount of tax-exempt interest received or accrued during the year ........ right arrow

16 At any time during calendar year 2022, did the foundation have an interest in or a signature or other authority over YesNo

a bank, securities, or other financial account in a foreign country? .................

16 No

See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
country right arrow

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? ...........

1a(1)

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person? ..............................

1a(2)

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........

1a(3)

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............

1a(4)

Yes

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)? ......................

1a(5)

(6) Agree to pay money or property to a government official? (Exception. Check "No"

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.) ...............

1a(6)

If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........

Organizations relying on a current notice regarding disaster assistance check here ........ right arrow

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2022? .............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2022, did the foundation have any undistributed income (Part XII, lines 6d

and 6e) for tax year(s) beginning before 2022?....................

If "Yes," list the years right arrow

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer "No" and attach statement—see instructions.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year? ..............................

If "Yes," did it have excess business holdings in 2022 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2022.) .....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2022? ..

Form 990-PF (2022)

Page 6

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required (continued)

During the year did the foundation pay or incur any amount to:

Yes

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........

5a(1)

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive? ....................

5a(2)

(3) Provide a grant to an individual for travel, study, or other similar purposes? .............

5a(3)

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 4945(d)(4)(A)? See instructions ........................

5a(4)

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals? .............

5a(5)

If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ........

Organizations relying on a current notice regarding disaster assistance check ......... right arrow

If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant? .................

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract? .............................

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?

If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....

Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or

excess parachute payment during the year? .........................

Part VII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation. See instructions

(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)
MICHAEL DOUGLAS	TRUSTEE 2.00	0
BESSEMER TRUST 100 WOODBRIDGE CENTER DRIVE WOODBRIDGE,NJ07095	TRUSTEE 2.00	0
STUART S JANNEY III	TRUSTEE 2.00	0
BESSEMER TRUST 100 WOODBRIDGE CENTER DRIVE WOODBRIDGE,NJ07095	TRUSTEE 2.00	0
BESSEMER TRUST COMPANY	CORPORATE TRUSTEE 2.00	8,976
100 WOODBRIDGE CENTER DRIVE WOODBRIDGE,NJ07095	CORPORATE TRUSTEE 2.00	8,976

2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."


(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









Total number of other employees paid over $50,000...................				0

Form 990-PF (2022)

Page 7

Part VII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors (continued)

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. right arrow

Part VIII-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.	Expenses
1


2


3


4

Part VIII-B

Summary of Program-Related Investments (see instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.	Amount
1


2


All other program-related investments. See instructions.
3

Total. Add lines 1 through 3......................... right arrow

Form 990-PF (2022)

Page 8

Part IX

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

19,496,586

Average of monthly cash balances.......................

351,804

Fair market value of all other assets (see instructions)................

Total (add lines 1a, b, and c).........................

19,848,390

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

19,848,390

Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see

instructions) .............................

297,726

Net value of noncharitable-use assets. Subtract line 4 from line 3. ............

19,550,664

Minimum investment return. Enter 5% (0.05) of line 5................

977,533

Part X

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow

and do not complete this part.)

Minimum investment return from Part IX, line 6..................

977,533

Tax on investment income for 2022 from Part V, line 5.......

6,793

Income tax for 2022. (This does not include the tax from Part V.) ...

622

Add lines 2a and 2b............................

7,415

Distributable amount before adjustments. Subtract line 2c from line 1............

970,118

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

970,118

Deduction from distributable amount (see instructions).................

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...

970,118

Part XI

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

1,207,042

Program-related investments—total from Part VIII-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......

1,207,042

Form 990-PF (2022)

Page 9

Part XII

Undistributed Income (see instructions)

		(a) Corpus	(b) Years prior to 2021	(c) 2021	(d) 2022
1 Distributable amount for 2022 from Part X, line 7					970,118
2 Undistributed income, if any, as of the end of 2022:
a Enter amount for 2021 only.......				0
b Total for prior years:20, 20, 20			0
3 Excess distributions carryover, if any, to 2022:
a From 2017......	235,502
b From 2018......	140,318
c From 2019......	144,163
d From 2020......	221,484
e From 2021......	113,851
f Total of lines 3a through e ........		855,318
4Qualifying distributions for 2022 from Part
XI, line 4: $ 1,207,042
a Applied to 2021, but not more than line 2a				0
b Applied to undistributed income of prior years (Election required—see instructions).....			0
c Treated as distributions out of corpus (Election required—see instructions)........		List of Attached Documents: // Content 0
d Applied to 2022 distributable amount.....					970,118
e Remaining amount distributed out of corpus		236,924
5 Excess distributions carryover applied to 2022.		0			0
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		1,092,242
b Prior years’ undistributed income. Subtract line 4b from line 2b ..........			0
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......			0
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........			0
e Undistributed income for 2021. Subtract line 4a from line 2a. Taxable amount—see instructions .............				0
f Undistributed income for 2022. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2023 ..........					0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......		0
8 Excess distributions carryover from 2017 not applied on line 5 or line 7 (see instructions) ...		235,502
9 Excess distributions carryover to 2023. Subtract lines 7 and 8 from line 6a ......		856,740
10 Analysis of line 9:
a Excess from 2018....	140,318
b Excess from 2019....	144,163
c Excess from 2020....	221,484
d Excess from 2021....	113,851
e Excess from 2022....	236,924

Form 990-PF (2022)

Page 10

Part XIII

Private Operating Foundations (see instructions and Part VI-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2022, enter the date of the ruling ...... right arrow

b Check box to indicate whether the organization is a private operating foundation described in section 4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part IX for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2022	(b) 2021	(c) 2020	(d) 2019	(e) Total

b 85% (0.85) of line 2a .........
c Qualifying distributions from Part XI, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ..........
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part IX, line 6 for each year listed ..
c “Support" alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XIV

Supplementary Information (Complete this part only if the foundation had $5,000 or more in
assets at any time during the year—see instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here right arrow

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions

aThe name, address, and telephone number or email address of the person to whom applications should be addressed:

bThe form in which applications should be submitted and information and materials they should include:

cAny submission deadlines:

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

Form 990-PF (2022)

Page 11

Part XIV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
OLD WESTBURY GARDENS INC P O BOX 430 OLD WESTBURY,NY11568	N/A	PUBLIC CHARITY	GENERAL PURPOSE	1,200,000
Total ................................. 3a				1,200,000

bApproved for future payment

Total ................................. 3b				0

Form 990-PF (2022)

Page 12

Part XV-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments ....
3 Interest on savings and temporary cash investments ...........
4 Dividends and interest from securities ....			14	315,122
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6 Net rental income or (loss) from personal property
7 Other investment income .....			01	30,265
8 Gain or (loss) from sales of assets other than inventory ............			18	221,033
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		0		566,420	0

13Total. Add line 12, columns (b), (d), and (e)..................

566,420

(See worksheet in line 13 instructions to verify calculations.)

Part XV-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)

Form 990-PF (2022)

Page 13

Part XVI

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Yes

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........Yes No

If "Yes," complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below? See instructions. Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name				Firm's EIN
	Firm's address				Phone no.

Form 990-PF (2022)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2022 AccountingFeesSchedule

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FINANCIAL SERVICES FEE	3,300	0		3,300

- TIN:

TY 2022 DistributionFromCorpusElection

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Election:

JOHN S PHIPPS FAMILY FOUNDATIONFORM 990-PF EIN 13-6861582SUPPLEMENTAL SCHEDULE OF INFORMATIONPART XIII, UNDISTRIBUTED INCOME, LINE 4CELECTION UNDER IRC REG. SEC. 53-4942(A)-3(D)(2)PURSUANT TO IRC SECTION 4942(H)(2) AND REGULATION 53.4942(A)-3(D)(2), JOHN S PHIPPS FAMILY FOUNDATION HEREBY ELECTS TO TREAT CURRENT YEAR'S QUALIFYING DISTRIBUTIONS IN EXCESS OF THE IMMEDIATELY PRECEDING YEAR'S UNDISTRIBUTED INCOME AS BEING MADE OUT OF CORPUS. (SIGNATURE): ___________________________________(NAME): ___________________________________ (TITLE): ______________________________

- TIN:

TY 2022 InvestmentsCorpBondsSchedule

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Name of Bond	End of Year Book Value	End of Year Fair Market Value
35000.00 GOLDMAN SACHS GROUP INC	35,000	34,446
40000.00 CITIGROUP INC	44,030	36,737
24000.00 JPMORGAN CHASE & CO	24,192	20,042
40000.00 MCDONALD'S CORP	39,818	37,957
40000.00 ABBVIE INC	42,407	38,771
45000.00 SOUTHERN CO GAS CAPITAL	45,673	44,037
45000.00 VALERO ENERGY CORP	45,062	42,843
30000.00 GLOBAL PAYMENTS INC	29,979	27,914
45000.00 AMERICAN HONDA FINANCE	44,985	44,071
18000.00 HP ENTERPRISE CO	19,716	17,820
21000.00 CIGNA CORP	21,567	20,845
35000.00 BP CAP MARKETS AMERICA	38,746	33,442
13000.00 UNION PACIFIC CORP	14,765	12,502
30000.00 MORGAN STANLEY	30,134	26,336
45000.00 PAYPAL HOLDINGS INC	38,558	39,183
41000.00 T-MOBILE USA INC	39,332	33,411
24000.00 JPMORGAN CHASE & CO	24,026	22,354
45000.00 PIONEER NATURAL RESOURCE	45,048	40,101
35000.00 AIR LEASE CORP	34,678	35,011
30000.00 TARGET CORP	29,947	29,170
35000.00 AMERICAN EXPRESS CO	34,987	34,299
35000.00 BANK OF NY MELLON CORP	35,000	32,731
15000.00 AMAZON.COM INC	14,997	12,908
25000.00 HP ENTERPRISE CO	25,012	22,470
14000.00 TOYOTA MOTOR CREDIT CORP	14,248	14,215
35000.00 SOUTHERN CAL EDISON	34,945	32,747
30000.00 DTE ENERGY CO	30,000	29,520
25000.00 MORGAN STANLEY	25,004	21,711
27000.00 ENTERGY LOUISIANA LLC	26,995	25,988
35000.00 BANK OF AMERICA CORP	35,046	33,417
35000.00 PUBLIC STORAGE	35,073	29,815
60000.00 APPLE INC	59,480	58,976
40000.00 HCA INC	41,664	39,780
40000.00 COMCAST CORP	40,049	40,885
20000.00 TOYOTA MOTOR CREDIT CORP	19,982	19,452
35000.00 CHARLES SCHWAB CORP	34,898	31,988
35000.00 CANADIAN IMPERIAL BANK	36,182	34,155
35000.00 BANK OF MONTREAL	34,975	33,827

- TIN:

TY 2022 InvestmentsCorpStockSchedule

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Name of Stock	End of Year Book Value	End of Year Fair Market Value
360.00 TAKE-2 INTERACTIVE	46,100	37,486
180.00 META PLATFORMS INC	28,284	21,661
1170.00 ALPHABET INC CLASS C	37,570	103,814
135.00 DOLLAR GENERAL CORP	33,963	33,243
265.00 HILTON WORLDWIDE HOLDINGS	20,895	33,485
200.00 APTIV PLC	28,832	18,626
51.00 ADVANCE AUTO PARTS	5,332	7,498
775.00 AMAZON.COM INC	29,475	65,100
65.00 LVMH MOET HENNESSY VUITTON	27,105	47,136
101.00 BURLINGTON STORES INC	17,665	20,478
47.00 DOMINOS PIZZA	17,815	16,280
490.00 DOLLARAMA INC	13,972	28,663
1300.00 LI NING CO LTD	10,764	11,292
197.00 EXPEDIA GROUP INC	28,180	17,257
2670.00 ANTA SPORTS PRODUCTS LTD	35,267	35,019
27.00 MERCADOLIBRE INC	34,494	22,848
305.00 PEPSICO INC	29,112	55,101
275.00 BJ'S WHOLESALE CLUB HOLDIN	17,139	18,194
280.00 WALMART INC	42,517	39,701
285.00 CONSUMER STAPLES INDEX FD	22,041	21,246
804.00 US FOODS HOLDING CORP	22,745	27,352
26.00 COSTCO WHSL CORP NEW	12,947	11,869
83050.22 OW CREDIT INCOME FUND	830,176	668,554
1050.00 SCHLUMBERGER LTD	55,815	56,133
125.00 PIONEER NATURAL RESOURCES	21,785	28,548
265.00 CHAMPIONX CORP	8,000	7,682
554.00 CONOCOPHILLIPS	23,166	65,372
111.00 AON PLC	29,470	33,315
400.00 BROOKFIELD ASSET MANAGEMEN	18,631	12,584
260.00 BLACKSTONE INC	12,911	19,289
455.00 JPMORGAN CHASE & CO	69,485	61,015
145.00 S&P GLOBAL INC.	48,021	48,566
140.00 TRADEWEB MARKETS INC	9,095	9,090
620.00 SCHWAB CHARLES CORP NEW	30,480	51,621
363.00 NASDAQ INC.	8,651	22,270
2170.00 BANK OF AMERICA CORP	61,441	71,870
51.00 LAB CORP OF AMER HLDGS NEW	6,858	12,009
83.00 THERMO FISHER SCIENTIFIC	4,723	45,707
170.00 UNITEDHEALTH GROUP INC	43,243	90,130
270.00 AMERISOURCE BERGEN CORP	45,600	44,741
75.00 TELEFLEX INC	20,803	18,722
623.00 AVANTOR INC	17,383	13,139
240.00 HEALTH CARE SELECT SPDR	32,872	32,604
108.00 STERIS PLC	8,312	19,946
159.00 DANAHER CORP	12,723	42,201
77.00 COOPER COS INC	17,649	25,461
245.00 IQVIA HOLDINGS INC	36,532	50,198
255.00 ZOETIS INC	16,381	37,370
1145.00 HOWMET AEROSPACE INC	41,115	45,124
160.00 LINCOLN ELEC HLDG	21,073	23,118
225.00 EATON CORP PLC	32,017	35,313
265.00 CANADIAN PACIFIC RAILWAY L	18,551	19,761
65.00 HEICO CORPORATION	8,831	9,986
340.00 TRANSUNION	20,927	19,295
548.00 IAA INC	18,475	21,920
272.00 WILLSCOT MOBILE MINI HOLDI	12,664	12,286
135.00 UNION PACIFIC CORP	21,003	27,954
96.00 CARLISLE COS	19,420	22,622
45.00 SAIA INC COM	9,412	9,435
85.00 NORTHROP GRUMMAN CORP	30,836	46,376
122.00 EQUIFAX INC	17,884	23,711
805.00 COPART INC	45,137	49,016
277.00 SMITH A O CORP	13,102	15,855
450.00 ORACLE CORP	36,821	36,783
773.00 MICROSOFT CORP	49,131	185,380
90.00 NICE LTD ADR	13,330	17,307
1105.00 APPLE INC	29,113	143,572
425.00 AMPHENOL CORP	19,287	32,359
17.00 ASPEN TECHNOLOGY INC	3,105	3,491
99.00 KEYSIGHT TECHNOLOGIES INC	15,179	16,935
177.00 MOTOROLA SOLUTIONS INC	43,252	45,614
125.00 CDW CORP/DE	14,024	22,322
58.00 SERVICENOW INC	9,905	22,519
290.00 TEXAS INSTRUMENTS INC	27,843	47,913
49.00 SYNOPSYS INC	4,210	15,645
40.00 ASM INTERNATIONAL NV	14,533	10,053
181.00 NVIDIA CORP	47,453	26,451
90.00 WEX INC	15,760	14,728
75.00 ASML HOLDING	34,857	40,301
515.00 VISA INC	42,374	106,996
40.00 PAYCOM SOFTWARE INC	17,267	12,412
340.00 VULCAN MATERIALS	61,767	59,537
590.00 ISHARES CHINA LRGE-CAP ETF	22,271	16,697
64.00 S&P 500 DEP RCPTS	25,834	24,475
196.00 AMERICAN TOWER CORP	31,679	41,524
360.00 PROLOGIS INC	49,206	40,582
61.00 JONES LANG LASALLE INC COM	11,082	9,721
150018.06 OW SMALL & MIDCAP STRAT FD	1,838,088	2,086,751
570.00 AMEREN CORP	39,684	50,684
335.00 NEXTERA ENERGY INC	26,168	28,006
340676.01 OW LARGE CAP STRATEGIES FD	3,420,536	4,967,056

- TIN:

TY 2022 InvestmentsGovtObligationsSch

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

US Government Securities - End of Year Book Value:

2,010,074

US Government Securities - End of Year Fair Market Value:

1,871,800

State & Local Government Securities - End of Year Book Value:

State & Local Government Securities - End of Year Fair Market Value:

- TIN:

TY 2022 InvestmentsOtherSchedule2

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
1900000.00 LOAN TO OLD WESTBURY	AT COST	1,900,000	1,900,000
168589.34 BTC CTF HEDGE FUND OF FDS	AT COST	2,620,424	2,746,320

- TIN:

TY 2022 OtherDecreasesSchedule

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Description	Amount
RETURN OF CAPITAL	404
SUSPENDED PALS	7,145

- TIN:

TY 2022 OtherExpensesSchedule

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
NY STATE CHARITABLE FILING FEE	750	0		750
PASSTHROUGH ENTITIES	63,113	63,113		0

- TIN:

TY 2022 OtherIncomeSchedule2

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
PASSTHROUGH ENTITIES	30,265	31,521	30,265

- TIN:

TY 2022 TaxesSchedule

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Category	Amount	Net Investment Income
ESTIMATED TAX	25,000	0
FOREIGN TAXES	1,076	1,076
EXCISE TAX	31,703	0
FOREIGN TAX WITHHELD IN EXCESS OF TREATY AMOUNT	555	0