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: Hirshberg Al J. (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-04	Phantom Stock	$	J	48945	Disposed		Common Stock (48945)	Direct
2012-05-04	Phantom Stock	$	J	64195	Acquired		Common Stock (64195)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$70.125	J	71700	Disposed	2021-02-10	Common Stock (71700)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$53.47	J	87174	Acquired	2021-02-10	Common Stock (87174)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$71.87	J	81700	Disposed	2022-02-09	Common Stock (81700)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$54.80	J	105098	Acquired	2022-02-09	Common Stock (105098)	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: Vest in three equal annual installments beginning February 10, 2012.

F4: 24,331 stock options are exercisable. The remaining 62,843 will vest in two equal annual installments beginning February 10, 2013.

F5: Vest in three equal annual installments beginning February 9, 2013.

F6: The stock units convert to ConocoPhillips common stock on a 1-for1 basis.

F7: The restrictions on the stock units lapse on October 6, 2013.

F8: In connection with the spin-off of Phillips 66 on April 30, 2012 by ConocoPhillips, restricted stock units 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 restricted stock units, which will generally preserve the intrinsic value of each restricted stock unit grant to the fair market value of ConocoPhillips common stock on the distribution date.