CONOCOPHILLIPS — Director's Dealing 2019

Dec 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2019-12-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-18	Common Stock	M	15568	$36.90	Acquired	32926	Direct
2019-12-18	Common Stock	M	10060	$36.90	Acquired	42986	Direct
2019-12-18	Common Stock	S	25628	$63.1725	Disposed	17358	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-18	Stock Options (Right to Buy)	$36.90	M	15568	Acquired	2020-02-12	Common Stock (15568)	Direct
2019-12-18	Stock Options (Right to Buy)	$36.90	M	10060	Acquired	2020-02-12	Common Stock (10060)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4529.937	Indirect
Common Stock	133	Indirect
Common Stock	133	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 $63.15 to $63.21, 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 is exempt under rule 16b-3.

F3: The reporting person holds a Power of Attorney for the trustee of the William L. Bullock Family Trust. The reporting person is among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of the ConocoPhillips common stock held by the trust except to the extent of his pecuniary interest therein.

F4: The reporting person is the guardian of his mother's estate and is among the beneficiaries of the estate. The reporting person disclaims beneficial ownership of his mother's shares to the extent he does not have a pecuniary interest in such shares.

F5: 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.

F6: The stock options became exercisable in two equal annual installments beginning on 02/12/2011.

F7: 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.

F8: The stock options were exercisable on 02/12/2013.