CONOCOPHILLIPS — Director's Dealing 2017

Jan 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2017-01-01

Reporting Person: Fox Matthew J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-01	Common Stock	M	39551	—	Acquired	83651	Direct
2017-01-01	Common Stock	F	13815	$50.39	Disposed	69836	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-01	Phantom Stock	$	M	39551	Disposed		Common Stock (39551)	Direct

Footnotes

F1: The shares of Phantom Stock convert to ConocoPhillips common stock on a 1-for-1 basis.

F2: In connection with the spin-off of Phillips 66 on April 30, 2012 by ConocoPhillips, restricted stock units 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 restricted stock units, which will generally preserve the intrinsic value of each restricted stock unit grant to the fair market value of ConocoPhillips common stock on the distribution date.

F3: These shares of Phantom Stock vest in two equal installments on the fourth and fifth anniversaries of the grant date, January 1, 2012.

F4: The shares of Phantom Stock do not have an expiration date.