CONOCOPHILLIPS — Director's Dealing 2018

Oct 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2018-10-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-04	Common Stock	M	1166	—	Acquired	46363	Direct
2018-10-04	Common Stock	D	1334	$78.2325	Disposed	45029	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-04	Stock Units	$	M	1166	Disposed		Common Stock (1166)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	49822	Indirect
Common Stock	12726.891	Indirect

Footnotes

F1: Each stock unit was the economic equivalent of one share of common stock.

F2: Includes common stock resulting from Mr. Lance's request of the Human Resources and Compensation Committee ("HRCC") to diversify a portion of his holdings by cancelling 1,166 restricted stock units and 168 shares of restricted stock and creating an account in the Key Employee Deferred Compensation Plan of similar value. The HRCC has customarily reviewed such requests after (1) the employee has reached age 55 and (2) the request has aged approximately one year. Only equity awards earned and vested prior to 2005 are subject to this review. The HRCC approved the request on October 4, 2018.

F3: Includes units acquired through routine dividend transactions that are exempt under rule 16a-11 and through a qualified plan that are exempt under rule 16a-3.

F4: The stock units represent ConocoPhillips common stock on a 1-for-1 basis.

F5: On October 4, 2018, the HRCC approved a request of Mr. Lance to diversify a portion of his restricted stock unit holdings by cancelling the units and creating an account in the Key Employee Deferred Compensation Plan of similar value. The HRCC has customarily reviewed such requests after (1) the employee has reached age 55 and (2) the request has aged approximately one year. Only equity awards earned and vested prior to 2005 are subject to this review.

F6: The stock units do not have an expiration date.