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: 2012-05-08

Reporting Person: Wallette Don E Jr. (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)	$23.5500	J	12738	Disposed	2012-10-22	Common Stock (12738)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$17.96	J	12930	Acquired	2012-10-22	Common Stock (12930)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$23.5500	J	4662	Disposed	2012-10-22	Common Stock (4662)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$17.96	J	4732	Acquired	2012-10-22	Common Stock (4732)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$24.37	J	8400	Disposed	2013-02-10	Common Stock (8400)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$18.59	J	8527	Acquired	2013-02-10	Common Stock (8527)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$47.8300	J	11200	Disposed	2015-02-04	Common Stock (11200)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$36.47	J	11370	Acquired	2015-02-04	Common Stock (11370)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$59.0750	J	7500	Disposed	2016-02-10	Common Stock (7500)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$45.05	J	7619	Acquired	2016-02-10	Common Stock (7619)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$66.3700	J	13400	Disposed	2017-02-08	Common Stock (13400)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$50.61	J	13624	Acquired	2017-02-08	Common Stock (13624)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$79.3800	J	13200	Disposed	2018-02-14	Common Stock (13200)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$60.53	J	13377	Acquired	2018-02-14	Common Stock (13377)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$45.4700	J	27700	Disposed	2019-02-12	Common Stock (27700)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$34.67	J	28121	Acquired	2019-02-12	Common Stock (28121)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$48.3850	J	28100	Disposed	2020-02-12	Common Stock (28100)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$36.90	J	31311	Acquired	2020-02-12	Common Stock (31311)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$70.1250	J	28300	Disposed	2021-02-10	Common Stock (28300)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$53.47	J	34407	Acquired	2021-02-10	Common Stock (34407)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$71.8700	J	32900	Disposed	2022-02-09	Common Stock (32900)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$54.80	J	42322	Acquired	2022-02-09	Common Stock (42322)	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: Vested in three equal annual installments beginning on October 22, 2003.

F3: Vested in three equal annual installments beginning on February 10, 2004.

F4: 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.

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: 19,020 stock options have vested. The remaining 12,291 stock options will vest on February 12, 2013

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

F13: 9,603 stock options have vested. The remaining 24,804stock options will vest in two equal annual installments beginning February 10, 2013.

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