SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RANKIN B M JR

(Last)

(First)

(Middle)

300 CRESCENT COURT

SUITE 875

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FREEPORT MCMORAN COPPER & GOLD INC [ FCX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾								43,500	D
Common Stock	08/11/2010		J⁽²⁾⁽³⁾⁽⁴⁾		157,320	D	⁽²⁾⁽³⁾⁽⁴⁾	292,680	I	By Rankin Interests Ltd. Partnership

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward sale contract (obligation to sell)	⁽²⁾⁽³⁾⁽⁴⁾	08/11/2010		J⁽²⁾⁽³⁾⁽⁴⁾			1	08/11/2010	08/11/2010	Common Stock	200,000	$0	0	I	By Rankin Interests Ltd. Partnership

Explanation of Responses:

1. Amount beneficially owned includes 5,000 Common Stock Restricted Stock Units.

2. On August 11, 2010, the Reporting Person settled a prepaid forward sale contract that was entered into on August 11, 2005 with a securities broker. The contract obligated the Reporting Person to deliver to the purchaser up to 200,000 shares of the Issuer's Common Stock (Common Stock) on the Settlement Date of the contract (August 11, 2010). The contract provided that the number of shares of the Common Stock that the Reporting Person would be obligated to deliver to the purchaser on the Settlement Date would be determined as follows:

3. (i) if the closing price of a share of Common Stock on the Settlement Date is less than or equal to $42.69 (the Downside Protection Price), 200,000 shares; (ii) if the Settlement Price is less than $57.6315 (the Capped Upside Participation Price), but greater than or equal to the Downside Protection Price, the number of shares equal to 200,000 shares multiplied by a fraction, the numerator of which is the Downside Protection Price and the denominator of which is the Settlement Price; of (iii) if the Settlement Price is greater than or equal to the Capped Upside Participation Price, the number of shares equal to 200,000 multiplied by a fraction which is equal to 1 minus a fraction, the numerator of which is the difference between the Capped Upside Participation Price and the Downside Protection Price and the denominator of which is the Settlement Price.

4. On August 11, 2010, the Settlement Price was $70.00. Accordingly, the Reporting Person transferred to the purchaser 157,320 shares of Common Stock.

	Kelly C. Simoneaux on behalf of B. M. Rankin, Jr. pursuant to a power of attorney	08/13/2010
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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