CONOCOPHILLIPS — Director's Dealing 2015

May 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2015-05-08

Reporting Person: Fox Matthew J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-08	Common Stock	M	10703	—	Acquired	10703	Direct
2015-05-08	Common Stock	F	4490	$66.865	Disposed	6213	Direct
2015-05-08	Common Stock	M	20518	—	Acquired	26731	Direct
2015-05-08	Common Stock	F	8608	$66.865	Disposed	18123	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-08	Stock Units	$	M	10703	Disposed		Common Stock (10703)	Direct
2015-05-08	Stock Units	$	M	20518	Disposed		Common Stock (20518)	Direct

Footnotes

F1: The stock units convert to ConocoPhillips common stock on a 1-for-1 basis.

F2: The stock units will be forfeited prior to the third anniversary of the grant date if the reporting person terminates for any reason except death, disability, layoff or retirement after the attainment of age 55 with 5 years of service and at least six months have passed since the grant date in the case of retirement or layoff. The stock units will convert to common stock on the earliest of the reporting person's death, the third anniversary of the grant date, or six months after termination for a reason other than death, unless the units have previously forfeited.

F3: The stock units do not have an expiration date.

F4: The stock units will be forfeited if the reporting person terminates for any reason except layoff, death or disability prior to the third anniversary of the grant date. The stock units will convert to common stock on the earliest of the reporting person's death, the third anniversary of the grant date, or six months after termination for a reason other than death, unless the units have previously forfeited. The reporting person may also defer conversion of stock units until a later date.