FREEPORT-MCMORAN INC — Director's Dealing 2014

Nov 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FREEPORT-MCMORAN INC (FCX)
CIK: 0000831259
Period of Report: 2014-11-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-03	Common Stock	M	250000	$12.295	Acquired	656998	Direct
2014-11-03	Common Stock	M	135000	$11.93	Acquired	791998	Direct
2014-11-03	Common Stock	M	108000	$11.93	Acquired	899998	Direct
2014-11-03	Common Stock	F	332912	$27.79	Disposed	567086	Direct
2014-11-03	Common Stock	J	160088	—	Disposed	406998	Direct
2014-11-03	Common Stock	J	160088	—	Acquired	3261825	Indirect
2014-11-03	Common Stock	S	161000	$27.79	Disposed	3100825	Indirect
2014-11-03	Common Stock	J	1122750	—	Disposed	1978075	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-03	Options (right to buy)	$12.295	M	250000	Disposed	2019-02-02	Common Stck (250000)	Direct
2014-11-03	Options (right to buy)	$11.93	M	135000	Disposed	2019-02-02	Common Stock (135000)	Direct
2014-11-03	Options (right to buy)	$11.93	M	108000	Disposed	2019-02-02	Common Stock (108000)	Direct
2014-11-03	Forward Sale Contract (obligation to sell)	$	J	1	Disposed		Common Stock (1500000)	Indirect
2014-11-03	Forward Sale Contract (obligation to sell)	$	J	1	Disposed		Common Stock (300000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7552	Indirect
Common Stock	60837	Indirect

Footnotes

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

F2: These shares were transferred to Moffett Holdings, L.L.C. (the "LLC") and are now reported as indirectly held by the Reporting Person.

F3: Represents performance-based restricted stock units.

F4: On November 3, 2014, the LLC settled a prepaid forward sale contract that was entered into on May 28, 2009 with a securities broker. The contract obligated the LLC to sell up to 1,500,000 shares of Common Stock to the securities broker on November 3, 2014, the maturity date. In exchange for assuming this obligation, the LLC received a cash payment of $25,752,938 as of the date of entering the contract. The contract provided that the number of shares to be delivered at maturity would be determined as follows: (a) if the closing sale prices of a share of Common Stock on the maturity date is less than or equal to $20.801, the LLC will deliver to the buyer 1,500,000 shares; (continued in footnote 5)

F5: (b) if the closing sale price is greater than $20.801 and less than $46.46425, the LLC will deliver to the buyer a number of shares of Common Stock equal to 1,500,000 shares multiplied by the following fraction: $20.801 divided by the closing sale price on the maturity date; and (c) if the closing price of a share of Common Stock is greater than $46.46425, the LLC will deliver to the buyer a number of shares of Common Stock equal to 1,500,000 multiplied by the following fraction: 1 minus (25.66325 divided by the closing price on the maturity date). On November 3, 2014, the maturity date, the closing sale price was $27.79. Accordingly, the LLC transferred to the buyer 1,122,750 shares in accordance with the terms of the contract (share numbers and prices have been adjusted to reflect the stock split which occurred on Februrary 1, 2011).

F6: On November 3, 2014, the LLC settled a postpaid forward sale contract that was entered into on May 28, 2009 with a securities broker. The contract obligated the LLC to sell 300,000 shares of Common Stock to the securities broker on November 3, 2014, the maturity date, with the sale price to be determined and paid on the maturity date as follows: (a) if the closing sale price of a share of Common Stock on the maturity date is less than or equal to $20.801, the sale price would be $20.801 per share; (b) if the closing price of a share of Common Stock on the maturity date is greater than or equal to $46.46425, the sale price would be $46.46425 per share; (continued in footnote 7)

F7: (c) if the closing price of a share of Common Stock on the maturity date is greater than $20.861 and less than $46.46425, the per share sales price would be the closing sale price on the maturity date (share numbers and prices have been adjusted to reflect the stock split which occurred on Februrary 1, 2011). On November 3, 2014, the maturity date, the closing sale price was $27.79, and the contract was cash-settled with no net payments to either party.

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

F9: Based on plan statement as of December 31, 2013.

F10: 25% exercisable on the date indicated and 25% exercisable on each of the next three anniversaries thereof.