SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kleckner James J.

(Last)

(First)

(Middle)

1201 LAKE ROBBINS DRIVE

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2013

3. Issuer Name and Ticker or Trading Symbol
ANADARKO PETROLEUM CORP [ APC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Intl/Deepwater Operations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	19,831	D
Common Stock	2,146	I	By 401(k)
Common Stock	2,000	I	By Trust⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non Qualified Stock Option (Right to Buy)	⁽²⁾	11/10/2016	Common Stock	14,032⁽³⁾	$65.44	D
Non Qualified Stock Option (Right to Buy)	⁽²⁾	11/04/2015	Common Stock	29,800⁽³⁾	$35.18	D
Non Qualified Stock Option (Right to Buy)	⁽²⁾	11/05/2019	Common Stock	30,837	$70.7	D
Non Qualified Stock Option (Right to Buy)	⁽²⁾	11/06/2014	Common Stock	13,000⁽³⁾	$59.87	D
Non Qualified Stock Option (Right to Buy)	⁽²⁾	11/08/2018	Common Stock	19,090	$83.95	D
Non Qualified Stock Option (Right to Buy)	⁽²⁾	11/09/2017	Common Stock	17,527⁽³⁾	$63.34	D
Non Qualified Stock Option (Right to Buy)	⁽²⁾	12/01/2013	Common Stock	10,000⁽³⁾	$48.9	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	9,901	⁽⁵⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	3,961	⁽⁵⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	2,579⁽³⁾	⁽⁵⁾	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these shares.

2. The option is exercisable in three annual installments beginning one year after the date of grant.

3. The reporting person transferred employee stock options to purchase 34,079 shares of APC common stock and 213 restricted stock units of APC common stock to his ex-wife pursuant to a divorce decree.

4. The restricted stock units vest in three annual installments beginning one year after the date of grant.

5. Each restricted stock unit represents a contingent right to receive one share of APC common stock.

	/s/ Linda Mansker by power of atty. for James J. Kleckner	06/07/2013
	** Signature of Reporting Person	Date
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 5 (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.