Ryan M. Lance - Feb 20, 2023 Form 4 Insider Report for CONOCOPHILLIPS (COP)

Role: Chairman and CEO, Director
Signature: Whitney A. Cox, Attorney in Fact (by Power of Attorney filed with the Commission on February 16, 2023)
Stock symbol: COP
Transactions as of: Feb 20, 2023
Transactions value $: -$23,457,699
Form type: 4
Date filed: 2/22/2023, 04:39 PM
Previous filing: Feb 22, 2023
Next filing: Jun 2, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	COP	Common Stock	Options Exercise		+224K	+314.38%		295K	Feb 20, 2023	Direct	F1
transaction	COP	Common Stock	Disposed to Issuer	-$14.4M	-137K	-46.44%	$104.92	158K	Feb 20, 2023	Direct
transaction	COP	Common Stock	Tax liability	-$9.1M	-86.7K	-54.95%	$104.92	71.1K	Feb 20, 2023	Direct
holding	COP	Common Stock						51.5K	Feb 20, 2023	By Lance Family Trust
holding	COP	Common Stock						19.3K	Feb 20, 2023	By ConocoPhillips Savings Plan	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	COP	Stock Units	Options Exercise	$0	-224K	-100%	$0.00^*	0	Feb 20, 2023	Common Stock	224K		Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each stock unit was the economic equivalent of one share of common stock and settled in cash.
F2	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.
F3	The stock units represent ConocoPhillips common stock on a 1-for-1 basis.
F4	The stock units will be forfeited if the reporting person separates from service prior to the end of an escrow period ending on the earliest to occur of the following: (a) termination of employment as a result of layoff; (b) termination of employment after attainment of age 55 with five years of service; (c) termination of employment due to death or total disability; (d) termination of employment following a change in control; or (e) February 20, 2023. During the escrow period, the reporting person may not dispose of the stock units. The stock units will be settled in cash on the later of (a) the end of the escrow period or (b) the earlier of (i) death; (ii) February 20, 2023; or (iii) six months after separation from service in which case the stock units will be settled in cash based on the fair market value of the units on that date. The reporting person may also elect to defer all or part of the settlement value of the units to a later date.