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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )On January 15, 2021, pursuant to the Agreement and Plan of Merger dated as of October 18, 2020 (the "Merger Agreement"), by and among Concho Resources Inc. ("Concho"), Falcon Merger Sub Corp. ("Merger Sub") and ConocoPhillips ("ConocoPhillips"), Merger Sub merged with and into Concho (the "Merger"), with Concho surviving the Merger as a wholly-owned subsidiary of ConocoPhillips.|
( 2 )Pursuant to the Merger Agreement, each share of Concho common stock issued and outstanding immediately prior to the effective time of the Merger (including each outstanding Concho restricted share held by the Reporting Person which vested per its terms upon the effective time of the Merger) was converted into the right to receive 1.46 shares of ConocoPhillips common stock. On January 14, 2021 (the day prior to the Merger), the closing price of one share of ConocoPhillips common stock was $47.87.
( 3 )These securities are owned by a trust, of which the reporting person is the sole trustee and his children are the only beneficiaries.
( 4 )The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose.
|* 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).|