CONOCOPHILLIPS — Director's Dealing 2013

Feb 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2013-02-05

Reporting Person: Schwarz Glenda Mae (VP & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-07	Common Stock	M	6903	$18.59	Acquired	12188	Direct
2013-02-07	Common Stock	S	6903	$57.59	Disposed	5285	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-07	Stock Options (rights to buy)	$18.59	M	6903	Disposed	2013-02-10	Common Stock (6903)	Direct
2013-02-05	Stock Options (rights to buy)	$58.08	A	37800	Acquired	2023-02-05	Common Stock (37800)	Direct
2013-02-05	Stock Units	$	A	1850	Acquired		Common Stock (1850)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6083.066	Indirect

Footnotes

F1: The stock options become exercisable in three equal annual installments beginning on February 5, 2014.

F2: The stock units represent ConocoPhillips common stock on a 1-for-1 basis.

F3: 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 after attainment of age 55 with five years of service; (c) termination of employment due to death or total disability; (d) termination of employment following a change in control; or (e) February 5, 2018. During the escrow period, the reporting person may not dispose of the stock units. The stock units will be settled in cash 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 be settled in cash based on the fair market value of the units on that date. The reporting person may also elect to defer settlement of stock units until a later date.

F4: The stock units do not have an expiration date.

F5: Includes units acquired through routine dividend transactions that are exempt under Rule 16a-11.

F6: On June 1, 2005, the Common Stock of the issuer split on a 2-for1 basis by means of a 100% stock dividend payable to stockholders of record as of May 16, 2005. As a result, the exercise price and the number of shares that may be acquired upon exercise of the stock options as of the date of the transactions reported herein reflects the stock split.

F7: 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.

F8: Vested in three equal annual installments beginning on February 10, 2004.