CONOCOPHILLIPS — Director's Dealing 2013

Sep 10, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2013-09-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-06	Common Stock	M	6802	$52.24	Acquired	6932	Direct
2013-09-06	Common Stock	S	6802	$68.4037	Disposed	130	Direct
2013-09-06	Common Stock	M	19420	$50.61	Acquired	19550	Direct
2013-09-06	Common Stock	S	19420	$68.4037	Disposed	130	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-06	Stock Options (rights to buy)	$52.24	M	6802	Acquired	2016-08-01	Common Stock (6802)	Direct
2013-09-06	Stock Options (rights to buy)	$50.61	M	19420	Acquired	2017-02-08	Common Stock (19420)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5291.809	Indirect

Footnotes

F1: Includes units acquired through routine dividend transactions that are exempt under Rule 16a-11.

F2: 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 to the fair market value of ConocoPhillips common stock on the distribution date.