CONOCOPHILLIPS — Director's Dealing 2014

May 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2014-05-14

Reporting Person: Fox Matthew J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-14	Common Stock	M	43565	$54.8000	Acquired	43565	Direct
2014-05-14	Common Stock	S	43565	$78.5873	Disposed	0	Direct
2014-05-14	Common Stock	M	81066	$58.08	Acquired	81066	Direct
2014-05-14	Common Stock	S	81066	$78.5873	Disposed	0	Direct
2014-05-14	Common Stock	M	1253.476	—	Acquired	1253.476	Direct
2014-05-14	Common Stock	D	1253.476	$78.518	Disposed	0	Direct
2014-05-14	Common Stock	D	3977.608	$78.519	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-14	Employee Stock Option (Right to Buy)	$54.80	M	43565	Disposed	2022-02-09	Common Stock (43565)	Direct
2014-05-14	Employee Stock Option (Right to Buy)	$58.08	M	81066	Disposed	2023-02-05	Common Stock (81066)	Direct
2014-05-14	Phantom Stock	$	M	1253.476	Disposed		Common Stock (1253.476)	Direct

Footnotes

F1: In connection with the spin-off of Phillips 66 on April 30, 2012 by ConocoPhillips, outstanding ConocoPhillips stock options that are not vested and are held by ConocoPhillips officers or employees, who continued as officers or employees of ConocoPhillips immediately after the spin-off, were replaced with adjusted ConocoPhillips stock options to purchase ConocoPhillips common stock, which 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: The options became exercisable in three equal annual installments beginning on the first anniversary of February 9, 2012 grant date.

F3: The options became exercisable in three equal annual installments beginning on the first anniversary of February 5, 2013 grant date.

F4: Each share of phantom stock was the economic equivalent of one share of ConocoPhillips common stock. The reporting person settled his shares of phantom stock for cash.

F5: 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 acknowledgment that it is not an exempt transaction under an Excess Benefit Plan pursuant to Rule 16b-3(c).