CONOCOPHILLIPS — Director's Dealing 2018

Feb 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2018-02-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-05	Common Stock	M	5453	—	Acquired	41211	Direct
2018-02-05	Common Stock	D	4253	$56.94	Disposed	41211	Direct
2018-02-05	Common Stock	F	1200	$56.94	Disposed	41211	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-05	Stock Units	$	M	5453	Disposed		Common Stock (5453)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	511738.7546	Indirect
Common Stock	6124.65	Indirect

Footnotes

F1: Each stock unit was the economic equivalent of one share of common stock. The shares settled in cash.

F2: Ms. Carrig disclaims beneficial ownership of her spouse's shares to the extent she does not have a pecuniary interest in such shares.

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

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

F5: 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 5, 2018. 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 5, 2018 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 settlement of stock units until a later date.

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