CONOCOPHILLIPS — Director's Dealing 2020

Feb 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2020-02-20

Reporting Person: Brooks Catherine A. (VP & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-20	Common Stock	M	6068	—	Acquired	9454	Direct
2020-02-20	Common Stock	D	4590	$59.065	Disposed	4864	Direct
2020-02-20	Common Stock	F	1478	$59.065	Disposed	3386	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-20	Stock Units	$	M	6068	Acquired		Common Stock (6068)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2.296	Indirect
Common Stock	130	Indirect

Footnotes

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

F2: Includes units acquired through routine dividend transactions that are exempt under rule 16b-3.

F3: The reporting person disclaims beneficial ownership of her spouse's shares to the extent she does not have a pecuniary interest in such shares.

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 20, 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 20, 2020 or (iii) six months after separation from service in which case the stock units will be settled in cash. 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.