CONOCOPHILLIPS — Director's Dealing 2020

Feb 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2020-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-18	Common Stock	M	11970	—	Acquired	29328	Direct
2020-02-18	Common Stock	D	7940	$58.14	Disposed	21388	Direct
2020-02-18	Common Stock	F	4030	$58.14	Disposed	17358	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-18	Stock Units	$	M	11970	Disposed		Common Stock (11970)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4529.937	Indirect
Common Stock	133	Indirect
Common Stock	133	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 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: The stock units represent ConocoPhillips common stock on a 1-for-1 basis.

F6: 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.

F7: The stock units do not have an expiration date.