CONOCOPHILLIPS — Director's Dealing 2016

Feb 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2016-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-18	Common Stock	D	126302	$33.975	Disposed	7624	Direct
2016-02-18	Common Stock	F	48686	$33.975	Disposed	7624	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-18	Stock Units	$	M	126302	Disposed		Common Stock (126302)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	49822	Indirect
Common Stock	9719.617	Indirect

Footnotes

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

F2: The stock units represent 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; (d) termination of employment following a change in control; or (e) February 18, 2016. During the escrow period, the reporting person may not dispose of the stock units. The stock units will be settled in cash on the later of (a) the end of the escrow period or (b) the earlier of (i) death (ii) February 18, 2016 or (iii) six months after separation from service in which case the stock units will be settled in cash based on the fair market value of the units on that date. The reporting person may also elect to defer settlement of stock units until a later date.

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