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CONOCOPHILLIPS Director's Dealing 2019

Feb 21, 2019

29844_dirs_2019-02-20_052d6137-d80e-49f5-b6ee-8766ae5765c1.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2019-02-18

Reporting Person: DeSanctis Ellen (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2019-02-18 Common Stock M 8641 Acquired 31219 Direct
2019-02-18 Common Stock D 6740 $69.90 Disposed 24479 Direct
2019-02-18 Common Stock F 1901 $69.90 Disposed 22578 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2019-02-18 Stock Units $ M 8641 Disposed Common Stock (8641) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 544.855 Indirect

Footnotes

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

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: 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, 2019. 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, 2019 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.

F5: The stock units do not have an expiration date.