1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock options (right to buy)
|
Â
(2)
|
02/08/2014 |
Common stock
|
45,000
(7)
|
$
32.81
(7)
|
D
|
Â
|
Stock options (right to buy)
|
Â
(2)
|
02/04/2015 |
Common stock
|
47,600
(8)
|
$
47.83
(8)
|
D
|
Â
|
Stock options (right to buy)
|
Â
(2)
|
02/10/2016 |
Common stock
|
32,500
|
$
59.075
|
D
|
Â
|
Stock options (right to buy)
|
Â
(2)
|
02/08/2017 |
Common stock
|
35,800
|
$
66.37
|
D
|
Â
|
Stock units
|
Â
(3)
|
Â
(4)
|
Common stock
|
34,771
|
$
(5)
|
D
|
Â
|
Stock units
|
Â
(3)
|
Â
(4)
|
Common stock
|
29,531
|
$
(5)
|
D
|
Â
|
Phantom stock
|
Â
(6)
|
Â
(6)
|
Common stock
|
54.356
|
$
(5)
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) |
The shares acquired consist of restricted stock. The initial restricted stock award in the amount of 1,797 shares was adjusted for a two-for-one stock split of the ConocoPhillips common stock effective June 1, 2005. |
(2) |
The stock options become exercisable in three equal annual installments beginning on the first anniversary of the date of grant. |
(3) |
The stock units will be forfeited if the reporting person separates from service prior to the end of an escrow period ending on the earliest to occur of the following: (a) termination of employment as a result of layoff; (b) termination of employment after attainment of age 55 with five years of service; (c) termination of employment due to death or total disability; or (d) termination of employment following a change in control. During the escrow period, the reporting person may not dispose of the stock units. The stock units will convert to common stock on the later of the (a) the end of the escrow period or (b) the earlier of death or six months after separation from service. The reporting person may also elect to defer conversion of the stock units until a later date. |
(4) |
The stock units do not have an expiration date. |
(5) |
The stock units convert to ConocoPhillips common stock on a 1-for-1 basis. |
(6) |
The shares of phantom stock were acquired under a Defined Contribution Makeup Plan providing for settlement upon termination of employment, subject to possible deferred payment in certain circumstances. The reporting of this transaction is not an acknowledgment that it is not an exempt transaction under an Excess Benefit Plan pursuant to Rule 16b-3(c). |
(7) |
The stock option award of February 8, 2004 for 22,500 shares with an exercise price of $65.62 was adjusted to 45,000 shares with an exercise price of $32.81 due to a two-for-one stock split of the ConocoPhillips common stock effective June 1, 2005. |
(8) |
The stock option award of February 4, 2005 for 23,800 shares with an exercise price of $95.66 was adjusted to 47,600 shares with an exercise price of $47.83 due to a two-for-one stock split of the ConocoPhillips common stock effective June 1, 2005. |