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*
Bullock William L. Jr.

(Last) (First) (Middle)
16930 PARK ROW DR.

(Street)
HOUSTON TX 77084

(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)
Executive Vice President & CFO
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2022
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)
Code V Amount (A) or (D) Price
Common Stock 11/29/2022 M 526 A (1) 17,884 D
Common Stock 11/29/2022 F 526 D $125.375 17,358 D
Common Stock 11/08/2022 G 466 D $0.00 16,892 D
Common Stock 11/09/2022 G 2,899 D $0.00 13,993 D
Common Stock 5,047.817(2) I By ConocoPhillips Savings Plan
Common Stock 133(3) I By William L. Bullock Family Trust
Common Stock 133(4) I By Mother
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Units (5) 11/29/2022 M 526(6) (7) 02/08/2025 Common Stock 526 $0.00 13,566.8204(8) D
Explanation of Responses:
1. Each stock unit was the economic equivalent of one share of common stock.
2. Includes units acquired through routine dividend transactions that are exempt under rule 16a-11 and through a qualified plan that are exempt under rule 16b-3.
3. The reporting person holds a Power of Attorney for the trustee of the William L. Bullock Family Trust. The reporting person is among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of the ConocoPhillips common stock held by the trust except to the extent of his pecuniary interest therein.
4. The reporting person is the guardian of his mother's estate and is among the beneficiaries of the estate. The reporting person disclaims beneficial ownership of his mother's shares to the extent he does not have a pecuniary interest in such shares.
5. The stock units represent ConocoPhillips common stock on a 1-for-1 basis.
6. Reflects partial lapsing of restrictions on the 2022 Executive RSU grant to cover FICA obligation and associated income taxes for retirement eligible employees.
7. The stock unit grant settles 3 years from February 8, 2022, subject to earlier or partial settlement upon, termination of employment after attainment of age 55 with five years of service, layoff, death or disability or a change of control.
8. Includes dividend equivalent units acquired through routine transactions that are exempt under rule 16a-11.
Remarks:
List of exhibits: Exhibit 24 - Power of Attorney
Whitney A. Cox, Attorney in Fact (by Power of Attorney filed herewith) 12/01/2022
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

	The undersigned, a person subject to ownership reporting pursuant to Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and requirements pursuant to Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"), in respect of the equity securities of
ConocoPhillips, hereby makes, constitutes and appoints any of Shannon B. Kinney,
Stephen D. Elison, and Whitney A. Cox my true and lawful attorney-in-fact with
full power and authority:
	(1)	to prepare, execute in my name and on my behalf, and file with the U.S.
Securities and Exchange Commission (the "SEC") any of the following forms which
I may be required or permitted to file:
			(A)	Form ID and any other documents necessary or appropriate to obtain or
update codes, passphrases and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Exchange Act or any rule or regulation of the SEC;
			(B)	Forms 3, 4 and 5 or any other reports or statements of beneficial
ownership or changes of beneficial ownership necessary or appropriate under
Section 16(a) of the Exchange Act; and
			(C)	Form 144, or any other notice of proposed sale of securities or other
document necessary or appropriate under Rule 144 of the Securities Act.
	(2)	to do and perform any and all acts for and on my behalf which may be
necessary or desirable to complete and execute any such Form ID, 3, 4, 5, or
144, complete and execute any amendment or amendments thereto, and timely file
such form with the SEC and any stock exchange or similar authority.
	I hereby revoke any previous power of attorney I may have given to any person
to make and file such reports, statements and notices with respect to the equity
securities of ConocoPhillips.  This power of attorney shall remain in force for
so long as I may be subject to reporting obligations under Section 16(a) of the
Exchange Act or the requirements of Rule 144 under the Securities Act, unless
earlier expressly revoked by me in writing and delivered to ConocoPhillips.
Each of my attorneys-in-fact may at their sole discretion designate one or more
substitute attorneys-in-fact to act in their place.  I acknowledge that my
attorneys-in-fact, in serving in this capacity at my request, are not assuming,
nor is ConocoPhillips assuming, any of my responsibilities to comply with the
Exchange Act, the Securities Act, or the rules and regulations thereunder.

/s/ William L. Bullock, Jr.
Name: William L. Bullock, Jr.
Date: April 12, 2022


STATE OF TEXAS
COUNTY OF HARRIS

On this 12th day of April, 2022, William L. Bullock, Jr. personally appeared
before me, and acknowledged that he executed the foregoing instrument for the
purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

/s/ Charlotte McLane
Name: Charlotte McLane
My Commission Expires: November 7, 2025