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: Sheets Jeffrey Wayne (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-04	Employee Stock Option (Right to Buy)	$24.37	J	25800	Disposed	2013-02-10	Common Stock (25800)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$18.59	J	26191	Acquired	2013-02-10	Common Stock (26191)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$32.81	J	29400	Disposed	2014-02-08	Common Stock (29400)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$25.02	J	29843	Acquired	2014-02-08	Common Stock (29843)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$47.83	J	22400	Disposed	2015-02-04	Common Stock (22400)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$36.47	J	22741	Acquired	2015-02-04	Common Stock (22741)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$59.075	J	15500	Disposed	2016-08-01	Common Stock (15500)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$45.05	J	15746	Acquired	2016-02-10	Common Stock (15746)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$66.37	J	17100	Disposed	2017-02-08	Common Stock (17100)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$50.61	J	17386	Acquired	2017-02-08	Common Stock (17386)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$79.38	J	16900	Disposed	2018-02-14	Common Stock (16900)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$60.53	J	17127	Acquired	2018-02-14	Common Stock (17127)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$45.47	J	42500	Disposed	2019-02-12	Common Stock (42500)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$34.67	J	43146	Acquired	2019-02-12	Common Stock (43146)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$48.385	J	41800	Disposed	2020-02-12	Common Stock (41800)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$36.90	J	46578	Acquired	2020-02-12	Common Stock (46578)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$70.125	J	43700	Disposed	2021-02-10	Common Stock (43700)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$53.47	J	53131	Acquired	2021-02-10	Common Stock (53131)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$71.87	J	64200	Disposed	2022-02-09	Common Stock (64200)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$54.80	J	82586	Acquired	2022-02-09	Common Stock (82586)	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 February 10, 2004.

F4: Vested in three equal annual installments beginning February 8, 2005.

F5: Vested in three equal annual installments beginning February 4, 2006.

F6: Vested in three equal annual installments beginning February 10, 2007.

F7: Vested in three equal annual installments beginning February 8, 2008.

F8: Vested in three equal annual installments beginning February 14, 2009.

F9: Vested in three equal annual installments beginning February 12, 2010.

F10: Vest in three equal annual installments beginning February 12, 2011.

F11: 28,294 stock options are vested. The remaining 18,284 will vest on February 12, 2012.

F12: Vest in three equal annual installments beginning February 10, 2012.

F13: 14,828 stock options are vested. The remaining 38,303 will vest in two equal annual installments beginning February 10, 2013.

F14: Vest in three equal annual installments beginning February 9, 2013.