Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Olds Nicholas G

(Last)

(First)

(Middle)

16930 PARK ROW DR.

(Street)

HOUSTON

77084

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONOCOPHILLIPS [ COP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2024

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	11/20/2024		M		443	A	⁽¹⁾	14,965	D
Common Stock	11/20/2024		M		319	A	⁽¹⁾	15,284	D
Common Stock	11/20/2024		M		346	A	⁽¹⁾	15,630	D
Common Stock	11/20/2024		F		1,108	D	$113.315	14,522	D
Common Stock								1,297.623⁽²⁾	I	By ConocoPhillips Savings 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)
Stock Units	⁽³⁾	11/20/2024		M			443⁽⁴⁾	⁽⁵⁾	02/13/2027	Common Stock	443	$0	11,432.0337⁽⁶⁾	D
Stock Units	⁽³⁾	11/20/2024		M			319⁽⁷⁾	⁽⁸⁾	02/14/2026	Common Stock	319	$0	8,216.8283⁽⁶⁾	D
Stock Units	⁽³⁾	11/20/2024		M			346⁽⁹⁾	⁽¹⁰⁾	02/08/2025	Common Stock	346	$0	8,903.6895⁽⁶⁾	D

Explanation of Responses:

1. Each stock unit was the economic equivalent of one share of common stock.

2. Includes units acquired through routine dividend transactions that are exempt under rule 16a-11 and through a qualified plan that are exempt under rule 16b-3.

3. The stock units represent ConocoPhillips common stock on a 1-for-1 basis.

4. Reflects partial lapsing of restrictions on the 2024 Executive RSU grant to cover FICA obligation and associated income taxes for retirement eligible employees.

5. The stock units grant settles 3 years from February 13, 2024, subject to earlier or partial settlement upon, termination of employment after attainment of age 55 with 5 years of service, layoff, death or disablity or a change of control.

6. Includes dividend equivalent units acquired through routine transactions that are exempt under rule 16a-11.

7. Reflects partial lapsing of restrictions on the 2023 Executive RSU grant to cover FICA obligation and associated income taxes for retirement eligible employees.

8. The stock units grant settles 3 years from February 14, 2023, subject to earlier or partial settlement upon, termination of employment after attainment of age 55 with 5 years of service, layoff, death or disablity or a change of control.

9. Reflects partial lapsing of restrictions on the 2022 Executive RSU grant to cover FICA obligation and associated income taxes for retirement eligible employees.

10. The stock units grant settles 3 years from February 8, 2022, subject to earlier or partial settlement upon, termination of employment after attainment of age 55 with 5 years of service, layoff, death or disablity or a change of control.

	Whitney A. Cox, Attorney in Fact (by Power of Attorney filed with the Commission on February 13, 2024)	11/22/2024
	** 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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