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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CONOCOPHILLIPS 600 N. DAIRY ASHFORD HOUSTON, TX 77079 |
X |
Nathan P. Murphy, Assistant Secretary | 05/02/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | In connection with the spin off of Phillips 66 by ConocoPhillips and pursuant to the terms and conditions of the Separation and Distribution Agreement by and between ConocoPhillips and Phillips 66 dated April 26, 2012 (the "Separation Agreement"), ConocoPhillips received 625,272,202 shares of Phillips 66 common stock which, when combined with the 100 shares held by ConocoPhillips prior thereto, equals the number of Phillips 66 shares of common stock distributed by ConocoPhillips in the Distribution, as such term is defined in the Separation Agreement. |
(2) | In connection with the spin off of Phillips 66 by ConocoPhillips and pursuant to the terms and conditions of the Separation Agreement, ConocoPhillips effected the Distribution, as such term is defined in the Separation Agreement, on April 30, 2012, and caused to be distributed to each holder of record of ConocoPhillips common stock as of April 16, 2012, the record date, by means of a pro-rata distribution, one share of Phillips 66 common stock for every two shares of ConocoPhillips common stock held of record by such holder as of the record date. |