SEC Form 4 · accession 0001209191-18-011800
CONOCOPHILLIPS · COP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Janet Langford Kelly
Officer — SVP & General Counsel
Period of report
Feb 17, 2018
Accepted (ET)
Feb 21, 2018 · 11:11 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001163165
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 17, 2018 | M | 13,481 | — | A | 41,211 | D | |
| Common Stock | Feb 17, 2018 | D | 13,074 | $54.645 | D | 41,211 | D | |
| Common Stock | Feb 17, 2018 | F | 407 | $54.645 | D | 41,211 | D | |
| Common StockF2 | holding | — | — | — | 511,739 | I | By Spouse | |
| Common StockF3 | holding | — | — | — | 6,125 | I | By ConocoPhillips Savings Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock UnitsF4,F5,F6 | — | Feb 17, 2018 | M | 13,481 | D | — | — | Common Stock | 13,481 | 0 | D |
Explanation of responses
- F1Each stock unit was the economic equivalent of one share of common stock. The shares settled in cash.
- F2Ms. Carrig disclaims beneficial ownership of her spouse's shares to the extent she does not have a pecuniary interest in such shares.
- F3Includes units acquired through routine dividend transactions that are exempt under rule 16a-11.
- F4The stock units represent ConocoPhillips common stock on a 1-for-1 basis.
- F5The 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; (d) termination of employment following a change in control; or (e) February 17, 2018. During the escrow period, the reporting person may not dispose of the stock units. The stock units will be settled in cash on the later of (a) the end of the escrow period or (b) the earlier of (i) death (ii) February 17, 2018 or (iii) six months after separation from service in which case the stock units will be settled in cash based on the fair market value of the units on that date. The reporting person may also elect to defer settlement of stock units until a later date.
- F6The stock units do not have an expiration date.