FREEPORT-MCMORAN INC — Director's Dealing 2012

Feb 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FREEPORT MCMORAN COPPER & GOLD INC (FCX)
CIK: 0000831259
Period of Report: 2012-02-15

Reporting Person: MOFFETT JAMES R (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-15	Common Stock	M	250000	$12.295	Acquired	603605	Direct
2012-02-15	Common Stock	F	138388	$42.40	Disposed	465217	Direct
2012-02-15	Common Stock	F	35686	$42.96	Disposed	429531	Direct
2012-02-15	Common Stock	J	175959	—	Disposed	253572	Direct
2012-02-15	Common Stock	J	175959	—	Acquired	3195962	Indirect
2012-02-15	Common Stock	S	176500	$42.4	Disposed	3019462	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-15	Options (right to buy)	$12.295	M	250000	Disposed	2019-02-02	Common Stock (250000)	Direct
2012-02-15	Forward Sale Contract (right/obligation to sell)	$	J	1	Disposed		Common Stock (600000)	Indirect
2012-02-15	Forward Sale Contract (right/obligation to sell)	$	J	1	Acquired		Common Stock (450000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7552	Indirect
Common Stock	54835	Indirect

Footnotes

F1: Shares delivered and withheld in payment of exercise price of options and resulting taxes.

F2: Shares withheld to cover the taxes due upon vesting of 100,033 Performance-Based Restricted Stock Units, the grants of which were previously reported on Forms 4 filed February 4, 2010 and February 10, 2011.

F3: These shares were transferred to Moffett Holdings, L.L.C. (the "LLC") and are now reported as indirectly held by the Reporting Person.

F4: 25% exercisable on the date indicated and 25% exercisable on each of the next three anniversaries thereof.

F5: On February 15, 2012, the LLC amended a forward sale contract with a securities broker that was entered into on September 5, 2007. Pursuant to the contract, the LLC had agreed to sell 600,000 shares (the share amount and prices have been adjusted for the Issuer's 2011 stock split) of Common Stock to the securities broker on September 5, 2012, the maturity date, with the sale price to be determined and paid on the maturity date as follows: if the closing sale price of a share of Common Stock on the maturity date were $40.3197 or less, the sale price would be $40.3197 per share; if the closing sale price of a share of Common Stock on the maturity date were $67.1547 or more, the sale price would be $67.1547 per share; if the closing sale price of a share of Common Stock on the maturity date were between $40.3197 and $67.1547, the per share sale price would be the closing sale price on the maturity date. The LLC received a payment of $2,133,856.53 in connection with the amendment.

F6: Under the amended forward sale contract, the LLC agreed to sell 450,000 shares of Common Stock to the securities broker on March 4, 2014, the maturity date, with the sale price to be determined and paid on the maturity date as follows: if the closing sale price of a share of Common Stock on the maturity date is $29.6800 or less, the sale price will be $29.6800 per share; if the closing price of a share of Common Stock on the maturity date is $49.4808 or more, the sale price will be $49.4808 per share; if the closing price of a share of Common Stock on the maturity date is between $29.6800 and $49.4808, the per share sale price will be the closing sale price on the maturity date. The LLC may instead elect to settle the contract in cash and retain ownership of the 450,000 shares.

F7: The LLC has pledged 450,000 shares of the Common Stock to secure its obligations under the contract. The LLC will continue to hold beneficial ownership, and have voting rights and the right to receive quarterly dividend payments of $0.3125 per share with respect to the shares for the term of the contract.

F8: The Reporting Person disclaims beneficial ownership of these shares.

F9: Based on plan statement as of December 31, 2011.