CONOCOPHILLIPS — Director's Dealing 2019

Dec 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2019-11-29

Reporting Person: Bullock William L. Jr. (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-29	Common Stock	M	947	—	Acquired	18305	Direct
2019-11-29	Common Stock	F	947	$59.8625	Disposed	17358	Direct
2019-11-29	Common Stock	M	464	—	Acquired	17822	Direct
2019-11-29	Common Stock	F	464	$59.8625	Disposed	17358	Direct
2019-11-29	Common Stock	M	419	—	Acquired	17777	Direct
2019-11-29	Common Stock	F	419	$59.8625	Disposed	17358	Direct
2019-11-29	Common Stock	M	424	—	Acquired	17782	Direct
2019-11-29	Common Stock	F	424	$59.8625	Disposed	17358	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-29	Stock Units	$	M	147	Disposed		Common Stock (147)	Direct
2019-11-29	Stock Units	$	M	190	Disposed		Common Stock (190)	Direct
2019-11-29	Stock Units	$	M	237	Disposed		Common Stock (237)	Direct
2019-11-29	Stock Units	$	M	134	Disposed		Common Stock (134)	Direct
2019-11-29	Stock Units	$	M	71	Disposed		Common Stock (71)	Direct
2019-11-29	Stock Units	$	M	168	Disposed		Common Stock (168)	Direct
2019-11-29	Stock Units	$	M	464	Disposed		Common Stock (464)	Direct
2019-11-29	Stock Units	$	M	419	Disposed		Common Stock (419)	Direct
2019-11-29	Stock Units	$	M	424	Disposed		Common Stock (424)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4498.667	Indirect
Common Stock	133	Indirect
Common Stock	133	Indirect

Footnotes

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

F2: Includes units acquired through routine dividend transactions that are exempt under rule 16a-11.

F3: The stock units represent ConocoPhillips common stock on a 1-for-1 basis.

F4: Reflects partial lapsing of restrictions on the RSU grant to cover FICA obligation and associated income taxes for retirement eligible employees.

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; or (d) termination of employment following a change in control. During the escrow period, the reporting person may not dispose of the stock units. The stock units will convert to common stock on the later of (a) the end of the escrow period or (b) the earlier of (i) death or (ii) six months after separation from service in which case the stock units will convert to common stock. The reporting person may also elect to defer conversion of stock units until a later date.

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

F7: 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, 2020. 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, 2020 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.

F8: The stock unit grant settles 3 years from February 13, 2018, subject to earlier or partial settlement upon, termination of employment after attainment of age 55 with five years of service, layoff, death or disability or a change of control.

F9: Includes dividend equivalent units acquired through routine transactions that are exempt under rule 16a-11.

F10: The stock unit grant settles 3 years from February 14, 2019, subject to earlier or partial settlement upon, termination of employment after attainment of age 55 with five years of service, layoff, death or disability or a change of control.