CONOCOPHILLIPS — Director's Dealing 2015

Feb 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2014-10-01

Reporting Person: Sheets Jeffrey Wayne (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-01	Common Stock	M	2769	—	Acquired	21813	Direct
2014-10-01	Common Stock	F	1098	$75.55	Disposed	20715	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-01	Stock Units	$	M	2769	Disposed		Common Stock (2769)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23765.612	Indirect

Footnotes

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

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

F3: The units will be forfeited if the holder separates from service prior to the end of an escrow period ending on the earliest to occur of the following: (a) termination as a result of layoff; (b) termination after attainment of age 55 with five years of service; (c) termination due to death or disability; or (d) termination following a change in control. During the escrow period, the holder may not dispose of the units. The units will convert to common stock on the later of (a) the end of the escrow period or (b) the earlier of death or six months after separation from service. The holder may elect to defer conversion of the units. The units allow for the holder, after attaining age 55, to indicate a preference to request that the Human Resources and Compensation Committee either (a) continue the restrictions on the units; (b) lapse the restrictions and deliver common stock; or (c) cancel the units and create an account of the value in the Company's deferred compensation plan.

F4: The stock units do not have an expiration date.