FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/15/2019 |
3. Issuer Name and Ticker or Trading Symbol
CONOCOPHILLIPS [ COP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 17,358 | D | |
Common Stock | 4,430.02(1) | I | By ConocoPhillips Savings Plan |
Common Stock | 133 | I | By William L. Bullock Family Trust(2) |
Common Stock | 133 | I | By Mother(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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: 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 | ||||
Phantom Stock | (4) | (4) | Common Stock | 1,179.945 | (5) | D | |
Stock Options (Right to Buy) | (6) | 02/12/2020 | Common Stock | 25,628 | $36.9 | D | |
Stock Options (Right to Buy) | (7) | 02/10/2021 | Common Stock | 20,546 | $53.47 | D | |
Stock Options (Right to Buy) | (8) | 02/09/2022 | Common Stock | 24,441 | $54.8 | D | |
Stock Options (Right to Buy) | (9) | 02/05/2023 | Common Stock | 37,600 | $58.0775 | D | |
Stock Options (Right to Buy) | (10) | 02/18/2024 | Common Stock | 39,500 | $65.463 | D | |
Stock Options (Right to Buy) | (11) | 02/17/2025 | Common Stock | 45,200 | $69.245 | D | |
Stock Options (Right to Buy) | (12) | 02/16/2026 | Common Stock | 81,000 | $33.125 | D | |
Stock Options (Right to Buy) | (13) | 02/14/2027 | Common Stock | 71,200 | $49.755 | D | |
Stock Units | (14) | (15) | Common Stock | 3,936 | (16) | D | |
Stock Units | (14) | (15) | Common Stock | 5,085 | (16) | D | |
Stock Units | (14) | (15) | Common Stock | 6,328 | (16) | D | |
Stock Units | (14) | (15) | Common Stock | 3,573 | (16) | D | |
Stock Units | (14) | (15) | Common Stock | 1,891 | (16) | D | |
Stock Units | (14) | (15) | Common Stock | 4,490 | (16) | D | |
Stock Units | (17) | (15) | Common Stock | 8,034 | (16) | D | |
Stock Units | (18) | (15) | Common Stock | 12,434 | (16) | D | |
Stock Units | (19) | (15) | Common Stock | 57,800 | (16) | D | |
Stock Units | (20) | (15) | Common Stock | 11,056.3049 | (16) | D | |
Stock Units | (20) | (15) | Common Stock | 11,179 | (16) | D |
Explanation of Responses: |
1. Includes units acquired through routine dividend transactions that are exempt under rule 16a-11. |
2. 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. |
3. 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. |
4. 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 is not an exempt transaction under an Excess Benefit Plan pursuant to rule 16b-3(c). |
5. The shares of phantom stock convert to ConocoPhillips common stock on a 1-for-1 basis. |
6. Vests in three equal annual installments beginning February 12, 2010. |
7. Vests in three equal annual installments beginning February 10, 2011. |
8. Vests in three equal annual installments beginning February 9, 2012. |
9. Vests in three equal annual installments beginning February 5, 2013. |
10. Vests in three equal annual installments beginning February 18, 2014. |
11. Vests in three equal annual installments beginning February 17, 2015. |
12. Vests in three equal annual installments beginning February 16, 2016. |
13. Vests in three equal annual installments beginning February 14, 2017. |
14. 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 (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 elect to defer conversion of stock units until a later date. |
15. The stock units do not have an expiration date. |
16. The stock units represent ConocoPhillips common stock on a 1-for-1 basis. |
17. 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; (d) termination of employment following a change in control; or (e) February 18, 2019. 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 18, 2019 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. |
18. 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; (d) termination of employment following a change in control; or (e) February 18, 2020. 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 18, 2020 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. |
19. 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; (d) termination of employment following a change in control; or (e) February 19, 2019. 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 19, 2019 or (ii) 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. |
20. Stock unit grant settles 3 years from date of grant, but may be eligible for full or partial settlement upon termination of employment after attainment of age 55 with five years of service, layoff, death or disability, or a change in control. The reporting person may also elect to defer all or part of the settlement value of the units to a later date. |
Remarks: |
Mary K. Ytterberg, Attorney In Fact (by Power of Attorney filed herewith) | 02/20/2019 | |
** 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 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). | ||
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. |