CONOCOPHILLIPS — Director's Dealing 2012

May 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2012-05-04

Reporting Person: KELLY JANET LANGFORD (SVP & General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-04	Employee Stock Option (Right to Buy)	$68.515	J	6700	Disposed	2016-08-01	Common Stock (6700)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$52.24	J	6802	Acquired	2016-08-01	Common Stock (6802)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$66.37	J	19100	Disposed	2017-02-08	Common Stock (19100)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$50.61	J	19420	Acquired	2017-02-08	Common Stock (19420)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$79.38	J	31500	Disposed	2018-02-14	Common Stock (31500)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$60.53	J	31924	Acquired	2018-02-14	Common Stock (31924)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$45.47	J	58500	Disposed	2019-02-12	Common Stock (58500)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$34.67	J	59389	Acquired	2019-02-12	Common Stock (59389)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$48.385	J	57600	Disposed	2020-02-12	Common Stock (57600)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$36.90	J	64184	Acquired	2020-02-12	Common Stock (64184)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$70.125	J	52700	Disposed	2021-02-10	Common Stock (52700)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$53.47	J	64073	Acquired	2021-02-10	Common Stock (64073)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$71.87	J	58900	Disposed	2022-02-09	Common Stock (58900)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$54.80	J	75768	Acquired	2022-02-09	Common Stock (75768)	Direct

Footnotes

F1: In connection with the spin-off of Phillips 66 on April 30, 2012 by ConocoPhillips, outstanding ConocoPhillips stock options were adjusted so that the holders hold vested stock options to purchase both Phillips 66 common stock and ConocoPhillips common stock. The Phillips 66 and ConocoPhillips stock options received, when combined, will generally preserve the intrinsic value of each original stock option grant and the ratio of the exercise price to the fair market value of ConocoPhillips common stock on the distribution date.

F2: In connection with the spin-off of Phillips 66 on April 30, 2012 by ConocoPhillips, outstanding ConocoPhillips stock options that are not vested and are held by ConocoPhillips officers or employees, who continued as officers or employees of ConocoPhillips immediately after the spin-off, were replaced with adjusted ConocoPhillips stock options to purchase ConocoPhillips common stock, which will generally preserve the intrinsic value of each original stock option grant and the ratio of the exercise price to the fair market value of ConocoPhillips common stock on the distribution date.

F3: Vested in three equal annual installments beginning August 1, 2007.

F4: Vested in three equal annual installments beginning February 8, 2008.

F5: Vested in three equal annual installments beginning February 14, 2009.

F6: Vested in three equal annual installments beginning February 12, 2010.

F7: Vest in three equal annual installments beginning February 12, 2011.

F8: 25,194 stock options are exercisable. The remaining 38,990 will become exerciseable on February 12, 2013.

F9: Vest in three equal annual installments beginning February 10, 2012.

F10: 17,882 stock options are exercisable. The remaining 46,191 will become exerciseable in two equal annual installments beginning February 10, 2013.

F11: Vest in three equal annual installments beginning February 9, 2013.