ConocoPhillips (COP) Form 4 CONOCOPHILLIPS / Catherine A. Brooks ownership change

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^*

Brooks Catherine A.

(Last) (First) (Middle)

16930 PARK ROW DR.

(Street)

HOUSTON TX 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)
VP & Controller

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2020

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/29/2020		M		128	A	(1)	3,514	D
Common Stock	12/29/2020		F		128	D	$39.355	3,386	D
Common Stock	12/29/2020		M		91	A	(1)	3,477	D
Common Stock	12/29/2020		F		91	D	$39.355	3,386	D
Common Stock	12/29/2020		M		125	A	(1)	3,511	D
Common Stock	12/29/2020		F		125	D	$39.355	3,386	D
Common Stock								2.39(2)	I	By ConocoPhillips Savings Plan
Common Stock								130(3)	I	By Spouse

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
Stock Units	(4)	12/29/2020		M			128(5)	(6)	(7)	Common Stock	128	$0.00	4,107	D
Stock Units	(4)	12/29/2020		M			91(5)	(8)	(7)	Commons Stock	91	$0.00	2,921.2428(9)	D
Stock Units	(4)	12/29/2020		M			125(5)	(10)	(7)	Common Stock	125	$0.00	4,023.2863(9)	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 reporting person disclaims beneficial ownership of her spouse's shares to the extent she does not have a pecuniary interest in such shares.

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

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

6. The stock units grant settles 3 years from February 13, 2018, subject to earlier or partial settlement upon, termination of employment after attainment of age 55 with 5 years of service, layoff, death or disability or a change of control.

7. The stock units do not have an expiration date.

8. The stock units grant settles 3 years from February 14, 2019, subject to earlier or partial settlement upon, termination of employment after attainment of age 55 with 5 years of service, layoff, death or disability or a change of control.

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

10. The stock units grant settles 3 years from February 11, 2020, subject to earlier or partial settlement upon, termination of employment after attainment of age 55 with 5 years of service, layoff, death or disability or a change of control.

Remarks:

	Shannon B. Kinney (by Power of Attorney filed with the Commission on January 7, 2019)	12/31/2020
	** 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).
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