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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Units | (1) | 04/04/2012 | A | 197,674 | (2) | (3) | Common Stock | 197,674 | $ 0 | 1,590,247 | D | ||||
| Stock Units | (1) | 04/04/2012 | A | 84,246 | (2) | (3) | Common Stock | 84,246 | $ 0 | 1,674,493 | D | ||||
| Stock Units | (1) | 04/04/2012 | A | 41,987 | (4) | (3) | Common Stock | 41,987 | $ 0 | 41,987 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MULVA JAMES J 600 NORTH DAIRY ASHFORD HOUSTON, TX 77079 |
X | Chairman, President and CEO | ||
| Nathan P. Murphy (by Power of Attorney filed on February 17, 2010) | 04/05/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The stock units convert to ConocoPhillips common stock on a 1-for-1 basis. |
| (2) | The stock units will be forfeited if the reporting person separates from services 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 of 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 (a) the end of the escrow period or (b) the earlier of (i) death or (ii) six months after separation from service in which case the stock units will convert to common stock. The reporting person may also defer conversion of stock units until a later date. |
| (3) | The stock units do not have an expiration date. |
| (4) | The stock units will be forfeited if the reporting person terminates for any reason except death or disability prior to a date certain established by the Human Resources and Compensation Committee of the ConocoPhillips Board of Directors. The stock units will convert to common stock on the earliest of the reporting person's death, or six months after termination for a reason other than death, unless the units have previously forfeited. The reporting person may not elect to defer conversion of stock units until a later date. |