CONOCOPHILLIPS — Director's Dealing 2018

May 15, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2018-05-10

Reporting Person: KELLY JANET LANGFORD (SVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-14	Common Stock	M	64184	$36.90	Acquired	105395	Direct
2018-05-14	Common Stock	S	64184	$70.00	Disposed	41211	Direct
2018-05-10	Common Stock	M	50000	$34.67	Acquired	561738.7546	Indirect
2018-05-10	Common Stock	S	50000	$69.5055	Disposed	511738.7546	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-14	Stock Options (Right to Buy)	$36.90	M	64184	Disposed	2020-02-12	Common Stock (64184)	Direct
2018-05-10	Stock Options (Right to Buy)	$34.67	M	50000	Disposed	2019-02-12	Common Stock (50000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6156.991	Indirect

Footnotes

F1: The reporting person disclaims beneficial ownership of her spouse's shares to the extent she does not have a pecuniary interest in such shares.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.5000 to $69.5400, 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.

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

F4: 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.

F5: The stock options became exercisable in three equal annual installments and were fully exercisable on 02/12/2013.

F6: The stock options became exercisable in three equal annual installments and were fully exercisable on 02/12/2012.