CONOCOPHILLIPS — Director's Dealing 2015

Nov 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2015-11-19

Reporting Person: Sheets Jeffrey Wayne (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-19	Common Stock	M	15746	$45.05	Acquired	40382	Direct
2015-11-19	Common Stock	S	15746	$54.00	Disposed	24636	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-19	Stock Options (rights to buy)	$45.05	M	15746	Disposed	2016-02-10	Common Stock (15746)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24687.616	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.00 to $54.01, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges provided herein.

F2: Includes units acquired through routine dividend transactions that are exempt under rule 16a-11.

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.