FREEPORT-MCMORAN INC — Director's Dealing 2013

Jun 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FREEPORT MCMORAN COPPER & GOLD INC (FCX)
CIK: 0000831259
Period of Report: 2013-05-31

Reporting Person: FLORES JAMES C (Director, Vice Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-31	Common Stock	A	4345083	—	Acquired	4345083	Direct
2013-05-31	Common Stock	A	400458	—	Acquired	400458	Indirect
2013-05-31	Common Stock	A	286041	—	Acquired	286041	Indirect
2013-05-31	Common Stock	A	284	—	Acquired	284	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-31	Restricted Stock Units (cash-settled)	$	A	128718	Acquired		Common Stock (128718)	Direct

Footnotes

F1: Acquired pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Plains Exploration & Production Company ("Plains") and a wholly owned subsidiary of the Issuer in exchange for shares of Plains common stock. At the effective time of the merger, each share of Plains common stock was converted into the right to receive merger consideration consisting of cash and/or shares of the Issuer's common stock with a value equivalent to $46.01 per share as described in the Merger Agreement. The per share stock consideration is approximately 1.4302 shares of FCX common stock. Of these shares, 128,718 are stock-settled Restricted Stock Units that will vest over five years, with 22.5% vesting on each of March 31, 2014, March 31, 2015 and March 31, 2016 and 16.25% vesting on each of March 31, 2017 and March 31, 2018.

F2: The information in this report is based on a plan statement dated as of May 31, 2013.

F3: Each cash-settled Restricted Stock Unit is the economic equivalent of one share of the Issuer's common stock.

F4: These cash-settled Restricted Stock Units will vest over three years, with 33.3% vesting on each of March 31, 2014, March 31, 2015 and March 31, 2016, each based on achievement of performance goals and subject to adjustment depending upon performance.

F5: Acquired pursuant to the Merger Agreement upon the conversion of cash-settled Restricted Stock Units granted by Plains, with the number of cash-settled Restricted Stock Units determined by multiplying the number of shares underlying the Plains' award by the exchange ratio (approximately 1.4302).