Sec Form 4 Filing - Schwarz Glenda Mae @ CONOCOPHILLIPS - 2013-02-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person Schwarz Glenda Mae 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 (Last) (First) (Middle) 600 NORTH DAIRY ASHFORD 3. Date of Earliest Transaction (MM/DD/YY) 02/05/2013 (Street) HOUSTON, TX77079 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/07/2013 M 6,903 A $ 18.59 12,188 D Common Stock 02/07/2013 S 6,903 D $ 57.59 5,285 D Common Stock 6,083.066 ( 5 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (rights to buy) $ 18.59 ( 6 ) ( 7 ) 02/07/2013 M 6,903 ( 8 ) 02/10/2013 Common Stock 6,903 $ 0 0 D Stock Options (rights to buy) $ 58.08 02/05/2013 A 37,800 ( 1 ) 02/05/2023 Common Stock 37,800 $ 0 37,800 D Stock Units ( 2 ) 02/05/2013 A 1,850 ( 3 ) ( 4 ) Common Stock 1,850 $ 0 1,850 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schwarz Glenda Mae 600 NORTH DAIRY ASHFORD HOUSTON, TX77079 VP & Controller Signatures Shannon B. Weinberg, Attorney In Fact (by Power of Attorney filed herewith) 02/07/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock options become exercisable in three equal annual installments beginning on February 5, 2014. ( 2 )The stock units represent ConocoPhillips common stock on a 1-for-1 basis. ( 3 )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 5, 2018. 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 or (ii) 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 settlement of stock units until a later date. ( 4 )The stock units do not have an expiration date. ( 5 )Includes units acquired through routine dividend transactions that are exempt under Rule 16a-11. ( 6 )On June 1, 2005, the Common Stock of the issuer split on a 2-for1 basis by means of a 100% stock dividend payable to stockholders of record as of May 16, 2005. As a result, the exercise price and the number of shares that may be acquired upon exercise of the stock options as of the date of the transactions reported herein reflects the stock split. ( 7 )In connection with the spin-off of Phillips 66 on April 30, 2012 by ConocoPhillips, outstanding ConocoPhillips stock options were adjusted so that the holders hold vested stock options to purchase both Phillips 66 common stock and ConocoPhillips common stock. The Phillips 66 and ConocoPhillips stock options received, when combined, will generally preserve the intrinsic value of each original stock option grant and the ratio of the exercise price to the fair market value of ConocoPhillips common stock on the distribution date. ( 8 )Vested in three equal annual installments beginning on February 10, 2004.

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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