SEC Filing | ConocoPhillips

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KELLY JANET LANGFORD

(Last)

(First)

(Middle)

600 NORTH DAIRY ASHFORD

(Street)

HOUSTON

77079

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONOCOPHILLIPS [ COP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$68.515	05/04/2012		J⁽¹⁾			6,700	⁽³⁾	08/01/2016	Common Stock	6,700	$0	0	D
Employee Stock Option (Right to Buy)	$52.24	05/04/2012		J⁽¹⁾		6,802		08/01/2009	08/01/2016	Common Stock	6,802	$0	6,802	D
Employee Stock Option (Right to Buy)	$66.37	05/04/2012		J⁽¹⁾			19,100	⁽⁴⁾	02/08/2017	Common Stock	19,100	$0	0	D
Employee Stock Option (Right to Buy)	$50.61	05/04/2012		J⁽¹⁾		19,420		02/08/2010	02/08/2017	Common Stock	19,420	$0	19,420	D
Employee Stock Option (Right to Buy)	$79.38	05/04/2012		J⁽¹⁾			31,500	⁽⁵⁾	02/14/2018	Common Stock	31,500	$0	0	D
Employee Stock Option (Right to Buy)	$60.53	05/04/2012		J⁽¹⁾		31,924		02/14/2011	02/14/2018	Common Stock	31,924	$0	31,924	D
Employee Stock Option (Right to Buy)	$45.47	05/04/2012		J⁽¹⁾			58,500	⁽⁶⁾	02/12/2019	Common Stock	58,500	$0	0	D
Employee Stock Option (Right to Buy)	$34.67	05/04/2012		J⁽¹⁾		59,389		02/12/2012	02/12/2019	Common Stock	59,389	$0	59,389	D
Employee Stock Option (Right to Buy)	$48.385	05/04/2012		J⁽¹⁾⁽²⁾			57,600	⁽⁷⁾	02/12/2020	Common Stock	57,600	$0	0	D
Employee Stock Option (Right to Buy)	$36.9	05/04/2012		J⁽¹⁾⁽²⁾		64,184		⁽⁸⁾	02/12/2020	Common Stock	64,184	$0	64,184	D
Employee Stock Option (Right to Buy)	$70.125	05/04/2012		J⁽¹⁾⁽²⁾			52,700	⁽⁹⁾	02/10/2021	Common Stock	52,700	$0	0	D
Employee Stock Option (Right to Buy)	$53.47	05/04/2012		J⁽¹⁾⁽²⁾		64,073		⁽¹⁰⁾	02/10/2021	Common Stock	64,073	$0	64,073	D
Employee Stock Option (Right to Buy)	$71.87	05/04/2012		J⁽²⁾			58,900	⁽¹¹⁾	02/09/2022	Common Stock	58,900	$0	0	D
Employee Stock Option (Right to Buy)	$54.8	05/04/2012		J⁽²⁾		75,768		⁽¹¹⁾	02/09/2022	Common Stock	75,768	$0	75,768	D

Explanation of Responses:

1. In connection with the spin-off of Phillips 66 on April 30, 2012 by ConocoPhillips, outstanding ConocoPhillips stock options were adjusted so that the holders hold vested stock options to purchase both Phillips 66 common stock and ConocoPhillips common stock. The Phillips 66 and ConocoPhillips stock options received, when combined, will generally preserve the intrinsic value of each original stock option grant and the ratio of the exercise price to the fair market value of ConocoPhillips common stock on the distribution date.

2. In connection with the spin-off of Phillips 66 on April 30, 2012 by ConocoPhillips, outstanding ConocoPhillips stock options that are not vested and are held by ConocoPhillips officers or employees, who continued as officers or employees of ConocoPhillips immediately after the spin-off, were replaced with adjusted ConocoPhillips stock options to purchase ConocoPhillips common stock, which will generally preserve the intrinsic value of each original stock option grant and the ratio of the exercise price to the fair market value of ConocoPhillips common stock on the distribution date.

3. Vested in three equal annual installments beginning August 1, 2007.

4. Vested in three equal annual installments beginning February 8, 2008.

5. Vested in three equal annual installments beginning February 14, 2009.

6. Vested in three equal annual installments beginning February 12, 2010.

7. Vest in three equal annual installments beginning February 12, 2011.

8. 25,194 stock options are exercisable. The remaining 38,990 will become exerciseable on February 12, 2013.

9. Vest in three equal annual installments beginning February 10, 2012.

10. 17,882 stock options are exercisable. The remaining 46,191 will become exerciseable in two equal annual installments beginning February 10, 2013.

11. Vest in three equal annual installments beginning February 9, 2013.

	Nathan P. Murphy, Attorney-In-Fact	05/08/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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