|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (right to buy) | $ 13.24 | 03/31/2006 | A(1) | 14,425 | (3) | 07/12/2011 | Common Stock | 14,425 | (4) | 14,425 | D | ||||
Stock Options (right to buy) | $ 14.44 | 03/31/2006 | A(1) | 5,770 | (3) | 04/17/2012 | Common Stock | 5,770 | (5) | 5,770 | D | ||||
Stock Options (right to buy) | $ 16.65 | 03/31/2006 | A(1) | 5,770 | (3) | 04/23/2013 | Common Stock | 5,770 | (6) | 5,770 | D | ||||
Stock Options (right to buy) | $ 22.86 | 03/31/2006 | A(1) | 5,770 | (3) | 04/21/2014 | Common Stock | 5,770 | (7) | 5,770 | D | ||||
Stock Options (right to buy) | $ 34.35 | 03/31/2006 | A(1) | 5,770 | (3) | 04/27/2015 | Common Stock | 5,770 | (8) | 5,770 | D | ||||
Phantom Stock Units | (9) | 03/31/2006 | A(1) | 17,209.49 | (3) | (10) | Common Stock | 17,209.49 | (11) | 17,209.49 | D | ||||
Phantom Stock Units | (9) | 03/31/2006 | A | 295.49 | (3) | (10) | Common Stock | 295.49 | $ 63.46 | 17,504.97 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WADE WILLIAM E JR 600 NORTH DAIRY ASHFORD HOUSTON, TX 77079 |
X |
Michael A. Gist, attorney-in-fact (Power of Attorney filed with the Commission on 04/04/2006) | 04/04/2006 | |
**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 merger (the "Merger") of Burlington Resources into and with a subsidiary of ConocoPhillips on March 31, 2006, each share of Burlington Resources common stock was converted into the right to receive $46.50 in cash and 0.7214 shares of ConocoPhillips common stock. In addition, certain options and awards with respect to shares of Burlington common stock were converted into options and awards with respect to ConocoPhillips common stock at a ratio of one to approximately 1.4426. Each of these transactions is exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to, without limitation, Rule 16b-3. |
(2) | These shares and certain cash were received in connection with the Merger in exchange for 2,600 shares of Burlington common stock. |
(3) | Immediately. |
(4) | Received in connection with the Merger in exchange for options to acquire 10,000 shares of Burlington common stock for $19.10 per share. |
(5) | Received in connection with the Merger in exchange for options to acquire 4,000 shares of Burlington common stock for $20.83 per share. |
(6) | Received in connection with the Merger in exchange for options to acquire 4,000 shares of Burlington common stock for $24.02 per share. |
(7) | Received in connection with the Merger in exchange for options to acquire 4,000 shares of Burlington common stock for $32.98 per share. |
(8) | Received in connection with the Merger in exchange for options to acquire 4,000 shares of Burlington common stock for $49.55 per share. |
(9) | 1-for-1 |
(10) | These phantom stock units were acquired under a deferred compensation plan and are to be settled in cash upon retirement or other termination from the Company. |
(11) | Received in connection with the Merger in exchange for 11,930 Burlington Phantom Stock Units. |