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^*

FLORES JAMES C

(Last)

(First)

(Middle)

700 MILAM

SUITE 3100

(Street)

HOUSTON

77002

(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
X	Officer (give title below)	Other (specify below)
	Vice Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2013

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	05/31/2013		A		4,345,083	A	⁽¹⁾	4,345,083	D
Common Stock	05/31/2013		A		400,458	A	⁽¹⁾	400,458	I	Flores Family Limited Partnership
Common Stock	05/31/2013		A		286,041	A	⁽¹⁾	286,041	I	By Sable Management, L.P.
Common Stock	05/31/2013		A		284	A	⁽¹⁾	284⁽²⁾	I	By 401(k) plan

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)
Restricted Stock Units (cash-settled)	⁽³⁾	05/31/2013		A		128,718		⁽⁴⁾	⁽⁴⁾	Common Stock	128,718	⁽⁵⁾	128,718	D

Explanation of Responses:

1. Acquired pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Plains Exploration & Production Company ("Plains") and a wholly owned subsidiary of the Issuer in exchange for shares of Plains common stock. At the effective time of the merger, each share of Plains common stock was converted into the right to receive merger consideration consisting of cash and/or shares of the Issuer's common stock with a value equivalent to $46.01 per share as described in the Merger Agreement. The per share stock consideration is approximately 1.4302 shares of FCX common stock. Of these shares, 128,718 are stock-settled Restricted Stock Units that will vest over five years, with 22.5% vesting on each of March 31, 2014, March 31, 2015 and March 31, 2016 and 16.25% vesting on each of March 31, 2017 and March 31, 2018.

2. The information in this report is based on a plan statement dated as of May 31, 2013.

3. Each cash-settled Restricted Stock Unit is the economic equivalent of one share of the Issuer's common stock.

4. These cash-settled Restricted Stock Units will vest over three years, with 33.3% vesting on each of March 31, 2014, March 31, 2015 and March 31, 2016, each based on achievement of performance goals and subject to adjustment depending upon performance.

5. Acquired pursuant to the Merger Agreement upon the conversion of cash-settled Restricted Stock Units granted by Plains, with the number of cash-settled Restricted Stock Units determined by multiplying the number of shares underlying the Plains' award by the exchange ratio (approximately 1.4302).

	Kelly C. Simoneaux on behalf of James C. Flores pursuant to a power of attorney	06/04/2013
	** 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).
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