CONOCOPHILLIPS — Director's Dealing 2017

Feb 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2017-02-14

Reporting Person: Fox Matthew J (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-14	Stock Options (rights to buy)	$49.755	A	239000	Acquired	2027-02-14	Common Stock (239000)	Direct
2017-02-14	Stock Units	$	A	38773	Acquired		Common Stock (38773)	Direct

Footnotes

F1: The stock options become exercisable in three equal annual installments beginning on February 14, 2018.

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, 2017. 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, 2017 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 all or part of the settlement value of the units to a later date.

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