CONOCOPHILLIPS — Director's Dealing 2015

Dec 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2015-12-24

Reporting Person: Lance Ryan Michael (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-24	Common Stock	M	23061	$45.05	Acquired	57446	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-24	Stock Options (rights to buy)	$45.05	M	23061	Disposed	2016-02-10	Common Stock (23061)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9029.606	Indirect

Footnotes

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

F2: 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.

F3: The options became exercisable in three equal annual installments beginning on the first anniversary of the February 10, 2006 grant.