FREEPORT-MCMORAN INC — Director's Dealing 2014

Mar 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-03	Common Stock	J	1000000	—	Disposed	3101737	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-03	Forward Sale Contract (right/oblligation to sell)	$	J	1	Disposed		Common Stock (450000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	406998	Direct
Common Stock	60837	Indirect
Common Stock	7552	Indirect

Footnotes

F1: Effective March 3, 2014, Moffett Holdings, L.L.C. (the "LLC"), of which Mr. Moffett is a member and the manager, distributed 1,000,000 shares of the Issuer's common stock in connection with the redemption of another member's interest in the LLC. As a result of the redemption, Mr. Moffett's proportionate interest in the LLC increased from 49.97% to 99.94%, and his economic interest in the shares of the Issuer's common stock held by the LLC also increased. Mr. Moffett has historically reported the aggregate number of shares held by the LLC, and continues to do so. Mr. Moffett retains voting power over the 1,000,000 shares distributed by the LLC.

F2: Represents performance-based restricted stock units.

F3: Based on plan statement as of December 31, 2013.

F4: The Reporting Person disclaims beneficial ownership of these shares.

F5: On March 3, 2014, the LLC elected to terminate a forward sale contract with a securities broker that was entered into on February 15, 2012. No fee was paid by the LLC or received by the LLC in connection with the termination. The contract obligated the LLC to deliver to the broker 450,000 shares of the Issuer's Common Stock on March 4, 2014, the maturity date, with the sale price to be determined and paid on the maturity date according to the below formula:

F6: (i) 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, (ii) 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, and (iii) 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 price on the maturity date.