CONOCOPHILLIPS — Director's Dealing 2012

Dec 17, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2012-12-07

Reporting Person: CAVANEY RED (Senior Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1780.205	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (1939.924)		Direct
Stock Option (Right to Buy)	$34.67	2019-02-12	Common Stock (51877)		Direct
Stock Option (Right to Buy)	$36.90	2020-02-12	Common Stock (55938)		Direct
Stock Option (Right to Buy)	$53.47	2021-02-10	Common Stock (44377)		Direct
Stock Option (Right to Buy)	$54.80	2022-02-09	Common Stock (52870)		Direct
Stock Units	$		Common Stock (9561)		Direct
Stock Units	$		Common Stock (45249)		Direct

Footnotes

F1: The shares of phantom stock were acquired under a Defined Contribution Makeup Plan providing for settlement upon termination of employment, subject to possible deferred payment in certain circumstances. The reporting of this transaction is not an acknowledgement that it is not an exempt transaction under the Excess Benefit Plan pursuant to Rule 16a-3(c).

F2: The shares of phantom stock convert to ConocoPhillips common stock on a 1-for-1 basis.

F3: The stock options become exercisable in three equal annual installments beginning on the first anniversary of the date of grant.

F4: The stock units convert to ConocoPhillips common stock on a 1-for-1 basis.

F5: The stock units do not have an expiration date.

F6: The stock units will be forfeited if the reporting person separates from service prior to the end of an escrow period ending on the earliest to occur of the following: (a) termination of employment as a result of layoff; (b) termination of employment by the Company without cause or by mutual agreement; (c) termination of employment due to death or total disability; or (d) termination of employment following a change in control. During the escrow period, the reporting person may not dispose of the stock units. The stock units will convert to common stock on the later of (a) the end of the escrow period or (b) the earlier of (i) death or (ii) six months after separation from service in which case the stock units will convert to common stock. The reporting person may also elect to defer conversion of stock units until a later date.