CONOCOPHILLIPS — Director's Dealing 2014

Nov 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2014-11-14

Reporting Person: Sheets Jeffrey Wayne (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-14	Common Stock	M	22741	$36.47	Acquired	43185	Direct
2014-11-14	Common Stock	S	22741	$70.9246	Disposed	20444	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-14	Stock Options (rights to buy)	$36.47	M	22741	Disposed	2015-02-04	Common Stock (22741)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23512.4620	Indirect

Footnotes

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

F2: On June 1, 2005, the Common Stock of the issuer split on a 2-for-1 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 reflect the stock split.

F3: 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.