Sec Form 4 Filing - MOFFETT JAMES R @ FREEPORT-MCMORAN INC - 2014-11-03

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person MOFFETT JAMES R 2. Issuer Name and Ticker or Trading Symbol FREEPORT-MCMORAN INC [ FCX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman of the Board (Last) (First) (Middle) 1615 POYDRAS STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/03/2014 (Street) NEW ORLEANS, LA70112 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 11/03/2014 M 250,000 A $ 12.295 656,998 D Common Stock 11/03/2014 M 135,000 A $ 11.93 791,998 D Common Stock 11/03/2014 M 108,000 A $ 11.93 899,998 D Common Stock 11/03/2014 F( 1 ) 332,912 D $ 27.79 567,086 D Common Stock 11/03/2014 J( 2 ) 160,088 D $ 0 406,998 ( 3 ) D Common Stock 11/03/2014 J( 2 ) 160,088 A $ 0 3,261,825 I By LLC Common Stock 11/03/2014 S 161,000 D $ 27.79 3,100,825 I By LLC Common Stock 11/03/2014 J/K( 4 )( 5 ) 1,122,750 D 1,978,075 I By LLC Common Stock 7,552 ( 8 ) I By Spouse Common Stock 60,837 ( 9 ) I By 401(k) 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 Options (right to buy) $ 12.295 11/03/2014 M 250,000 02/02/2010( 10 ) 02/02/2019 Common Stck 250,000 $ 0 0 D Options (right to buy) $ 11.93 11/03/2014 M 135,000 02/02/2009 02/02/2019 Common Stock 135,000 $ 0 0 D Options (right to buy) $ 11.93 11/03/2014 M 108,000 02/02/2010( 10 ) 02/02/2019 Common Stock 108,000 $ 0 0 D Forward Sale Contract (obligation to sell) ( 4 ) ( 5 ) 11/03/2014 J/K( 4 )( 5 ) 1 ( 4 ) ( 4 ) Common Stock 1,500,000 $ 0 0 I By LLC Forward Sale Contract (obligation to sell) ( 6 ) ( 7 ) 11/03/2014 J/K( 6 )( 7 ) 1 ( 6 ) ( 6 ) Common Stock 300,000 $ 0 0 I By LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MOFFETT JAMES R 1615 POYDRAS STREET NEW ORLEANS, LA70112 X Chairman of the Board Signatures Cynthia M. Molyneux, on behalf of James R. Moffett, pursuant to a power of attorney 11/05/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares delivered and withheld in payment of exercise price of options and resulting taxes. ( 2 )These shares were transferred to Moffett Holdings, L.L.C. (the "LLC") and are now reported as indirectly held by the Reporting Person. ( 3 )Represents performance-based restricted stock units. ( 4 )On November 3, 2014, the LLC settled a prepaid forward sale contract that was entered into on May 28, 2009 with a securities broker. The contract obligated the LLC to sell up to 1,500,000 shares of Common Stock to the securities broker on November 3, 2014, the maturity date. In exchange for assuming this obligation, the LLC received a cash payment of $25,752,938 as of the date of entering the contract. The contract provided that the number of shares to be delivered at maturity would be determined as follows: (a) if the closing sale prices of a share of Common Stock on the maturity date is less than or equal to $20.801, the LLC will deliver to the buyer 1,500,000 shares; (continued in footnote 5) ( 5 )(b) if the closing sale price is greater than $20.801 and less than $46.46425, the LLC will deliver to the buyer a number of shares of Common Stock equal to 1,500,000 shares multiplied by the following fraction: $20.801 divided by the closing sale price on the maturity date; and (c) if the closing price of a share of Common Stock is greater than $46.46425, the LLC will deliver to the buyer a number of shares of Common Stock equal to 1,500,000 multiplied by the following fraction: 1 minus (25.66325 divided by the closing price on the maturity date). On November 3, 2014, the maturity date, the closing sale price was $27.79. Accordingly, the LLC transferred to the buyer 1,122,750 shares in accordance with the terms of the contract (share numbers and prices have been adjusted to reflect the stock split which occurred on Februrary 1, 2011). ( 6 )On November 3, 2014, the LLC settled a postpaid forward sale contract that was entered into on May 28, 2009 with a securities broker. The contract obligated the LLC to sell 300,000 shares of Common Stock to the securities broker on November 3, 2014, the maturity date, with the sale price to be determined and paid on the maturity date as follows: (a) if the closing sale price of a share of Common Stock on the maturity date is less than or equal to $20.801, the sale price would be $20.801 per share; (b) if the closing price of a share of Common Stock on the maturity date is greater than or equal to $46.46425, the sale price would be $46.46425 per share; (continued in footnote 7) ( 7 )(c) if the closing price of a share of Common Stock on the maturity date is greater than $20.861 and less than $46.46425, the per share sales price would be the closing sale price on the maturity date (share numbers and prices have been adjusted to reflect the stock split which occurred on Februrary 1, 2011). On November 3, 2014, the maturity date, the closing sale price was $27.79, and the contract was cash-settled with no net payments to either party. ( 8 )The Reporting Person disclaims beneficial ownership of these shares. ( 9 )Based on plan statement as of December 31, 2013. ( 10 )25% exercisable on the date indicated and 25% exercisable on each of the next three anniversaries thereof.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.