SEC Form 4 · accession 0001209191-18-029981
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
May 10, 2018
Accepted (ET)
May 14, 2018 · 6:01 pm EDT
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 Stock | May 14, 2018 | M | 64,184 | $36.90 | A | 105,395 | D | |
| Common Stock | May 14, 2018 | S | 64,184 | $70.00 | D | 41,211 | D | |
| Common StockF1 | May 10, 2018 | M | 50,000 | $34.67 | A | 561,739 | I | By Spouse |
| Common StockF2,F1 | May 10, 2018 | S | 50,000 | $69.5055 | D | 511,739 | I | By Spouse |
| Common StockF3 | holding | — | — | — | 6,157 | 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 Options (Right to Buy)F4,F5 | $36.90 | May 14, 2018 | M | 64,184 | D | — | Feb 12, 2020 | Common Stock | 64,184 | 0 | D |
| Stock Options (Right to Buy)F4,F6,F1 | $34.67 | May 10, 2018 | M | 50,000 | D | — | Feb 12, 2019 | Common Stock | 50,000 | 222,328 | I |
Explanation of responses
- F1The reporting person disclaims beneficial ownership of her spouse's shares to the extent she does not have a pecuniary interest in such shares.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.5000 to $69.5400, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges provided herein.
- F3Includes units acquired through routine dividend transactions that are exempt under rule 16a-11.
- F4In 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 to the fair market value of ConocoPhillips common stock on the distribution date.
- F5The stock options became exercisable in three equal annual installments and were fully exercisable on 02/12/2013.
- F6The stock options became exercisable in three equal annual installments and were fully exercisable on 02/12/2012.
Remarks
See attached footnotes page.