CONOCOPHILLIPS — Director's Dealing 2014

May 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2014-05-07

Reporting Person: Schwarz Glenda Mae (VP & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-07	Common Stock	M	7320	$50.61	Acquired	12605	Direct
2014-05-07	Common Stock	S	7320	$77.7314	Disposed	5285	Direct
2014-05-07	Common Stock	M	7296	$60.53	Acquired	12581	Direct
2014-05-07	Common Stock	S	7296	$77.7314	Disposed	5285	Direct
2014-05-07	Common Stock	M	15338	$53.47	Acquired	20623	Direct
2014-05-07	Common Stock	S	15338	$77.7314	Disposed	5285	Direct
2014-05-07	Common Stock	S	1660	$77.761	Disposed	3625	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-07	Stock Options (rights to buy)	$50.61	M	7320	Disposed	2017-02-08	Common Stock (7320)	Direct
2014-05-07	Stock Options (rights to buy)	$60.53	M	7296	Disposed	2018-02-14	Common Stock (7296)	Direct
2014-05-07	Stock Options (right to buy)	$53.47	M	15338	Disposed	2021-02-10	Common Stock (15338)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6407.0080	Indirect

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

F3: Vested in two equal installments beginning February 10, 2013.