CONOCOPHILLIPS — Director's Dealing 2018

Aug 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2018-08-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-22	Common Stock	M	61115	$34.67	Acquired	106312	Direct
2018-08-22	Common Stock	M	60109	$36.90	Acquired	166421	Direct
2018-08-22	Common Stock	M	38840	$36.90	Acquired	205261	Direct
2018-08-22	Common Stock	S	160064	$72.0739	Disposed	45197	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-22	Stock Options (Right to Buy)	$34.67	M	61115	Disposed	2019-02-12	Common Stock (62242)	Direct
2018-08-22	Stock Options (Right to Buy)	$36.90	M	60109	Disposed	2020-02-12	Common Stock (60109)	Direct
2018-08-22	Stock Options (Right to Buy)	$36.90	M	38840	Disposed	2020-02-12	Common Stock (38840)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	49822	Indirect
Common Stock	12678.047	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.93 to $72.36, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges provided herein.

F2: 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.

F3: In connection with the spin-off of Phillips 66 on April 30, 2012 by ConocoPhillips, outstanding ConocoPhillips stock options were adjusted so that the holders hold vested stock options to purchase both Phillips 66 common stock and ConocoPhillips common stock. The Phillips 66 and ConocoPhillips stock options received, when combined, will generally preserve the intrinsic value of each original stock option grant and the ratio of the exercise to the fair market value of ConocoPhillips common stock on the distribution date.

F4: The stock options became exercisable in three equal annual installments beginning on 02/12/2010.

F5: The stock options became exercisable in two equal annual installments beginning on 02/12/2011.

F6: 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.

F7: The stock options were exercisable on 02/12/2013.