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CONOCOPHILLIPS — Director's Dealing 2015
Jul 24, 2015
29844_dirs_2015-07-24_c8adcc7b-a5ad-4b24-adf3-419caf28a673.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2015-07-15
Reporting Person: McMorran James D (Vice President)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 1883.643 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Phantom Stock | $ | Common Stock (275.305) | Direct | ||
| Stock Units | $ | Common Stock (889) | Direct | ||
| Stock Units | $ | Common Stock (2607) | Direct | ||
| Stock Units | $ | Common Stock (5906) | Direct | ||
| Stock Units | $ | Common Stock (5413) | Direct | ||
| Stock Units | $ | Common Stock (2012) | Direct | ||
| Stock Options (rights to buy) | $54.80 | 2022-02-09 | Common Stock (14793) | Direct | |
| Stock Options (rights to buy) | $58.0775 | 2023-02-05 | Common Stock (20500) | Direct | |
| Stock Options (rights to buy) | $65.463 | 2024-02-18 | Common Stock (21400) | Direct | |
| Stock Options (rights to buy) | $69.245 | 2025-02-17 | Common Stock (24200) | Direct |
Footnotes
F1: 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).
F2: The shares of phantom stock convert to ConocoPhillips common stock on a 1-for-1 basis.
F3: The stock units will be forfeited if the reporting person separates from service prior to the end of an escrow period ending on the earliest to occur of the following: (a) termination of employment as a result of layoff; (b) termination of employment after attainment of age 55 with five years of service; (c) termination of employment due to death or total disability; or (d) termination of employment following a change in control. The stock units will convert to common stock on the later of (a) the end of the escrow period or (b) the earlier of (i) death or (ii) six months after separation from service. The reporting person may also elect to defer conversion of stock units until a later date and may elect to receive the common stock in lump sum or annual installments.
F4: The stock units do not have an expiration date.
F5: The stock units convert to ConocoPhillips common stock on a 1-for-1 basis.
F6: The stock options become exercisable in three equal annual installments beginning on the first anniversary of the date of grant.
F7: The stock option award of February 9, 2012 for 11,500 shares with an exercise price of $71.87 was adjusted to 14,793 shares with an exercise price of $54.80 in connection with the spin-off of Phillips 66 on April 30, 2012 by ConocoPhillips. Outstanding ConocoPhillips stock options that were not vested and were 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, to 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.