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 |
|
|||||||||||||||
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*
(Street)
|
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)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock(1) | 415,844 | I | Through Trust | |||||||
Common Stock | 20,330 | I | By IRA | |||||||
Common Stock | 08/08/2011 | J(2)(3)(4)(5) | 288,732 | D | (2)(3)(4)(5) | 1,742,505 | D |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Forward sale contract (obligation to sell) | (2)(3)(4)(5) | 08/08/2011 | J(2)(3)(4)(5) | 1 | (2) | (2) | Common Stock | 500,000 | $0 | 0 | D |
Explanation of Responses: |
1. These shares were previously directly held but were contributed to a family trust on 08/04/2011. |
2. On August 8, 2011, Mr. Adkerson settled a post-paid forward sale contract that was entered into on August 6, 2009 with a securities broker. The contract obligated Mr. Adkerson to deliver to the purchaser up to 250,000 shares (or 500,000 shares following the Issuer's February 2011 stock split) of the Issuer's Common Stock (Common Stock) on the August 6, 2011, or the next business day if a holiday (the Maturity Date) of the contract. The contract settled on Monday, August 8, 2011. (continued in footnote 3) |
3. The contract, as adjusted for the Issuer's February 2011 stock split, provided that the number of shares of Common Stock that Mr. Adkerson would be obligated to deliver to the purchaser on the Maturity Date would be determined as follows: (continued in footnote 4) |
4. (i) If the closing price of a share of Common Stock on the Maturity Date is less than $24.19, Mr. Adkerson would deliver 500,000 shares; (ii) if the closing price of a share of Common Stock on the Maturity Date is greater than $24.19, but less than $46.38, Mr. Adkerson would deliver the number of shares resulting from multiplying 500,000 by a fraction, the numerator of which is $24.19 and the denominator of which is the closing price on the Maturity Date; (continued in footnote 5) |
5. and (iii) if the closing price of a share of Common Stock on the Maturity Date is greater than $46.38, Mr. Adkerson would deliver the number of shares resulting from multiplying 500,000 by a fraction, the numerator of which is $24.19 plus the closing price on the Maturity Date minus $46.38, and the denominator of which is the closing price on the Maturity Date. On August 8, 2011, the closing price was $41.89. Accordingly, Mr. Adkerson transferred to purchaser 288,732 shares of Common Stock. |
Remarks: |
Following the reported transactions, Mr. Adkerson's beneficial ownership includes 1,415,898 shares of Common Stock and 326,607 Common Stock Restricted Stock Units. He also holds options to acquire a total of 5,000,000 shares of Common Stock, 3,250,000 of which are vested and 1,750,000 of which are unvested. |
Kelly C. Simoneaux, on behalf of Richard C. Adkerson, pursuant to a power of attorney | 08/09/2011 | |
** 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. | ||
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. |