SEC Form 4
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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MOFFETT JAMES R

(Last) (First) (Middle)
1615 POYDRAS STREET

(Street)
NEW ORLEANS LA 70112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FREEPORT MCMORAN COPPER & GOLD 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
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2011
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/02/2011 M 250,000 A $12.295 410,488 (4) D
Common Stock 02/02/2011 F (1) 127,909 D $56.26 282,579 D
Common Stock 02/02/2011 J (2) 122,091 D $0 160,488 D
Common Stock 02/02/2011 J (2) 122,091 A $0 3,153,503 (4) I By LLC
Common Stock 02/02/2011 S 123,000 D $56.5714 (3) 3,030,503 I By LLC
Common Stock 7,552 (4) (5) I By Spouse
Common Stock 53,208 (4) (6) 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 (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 Securities Underlying Derivative Security (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: 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 (4) 02/02/2011 M 250,000 (4) 02/02/2010 (7) 02/02/2019 Common Stock 250,000 $0 500,000 D
Explanation of Responses:
1. Shares delivered and withheld in payment of the exercise price of options and resulting taxes.
2. These shares were transferred to Moffett Holdings, L.L.C. and are now reported as indirectly held by the Reporting Person.
3. The price reported represents the weighted average price of the shares sold. Shares were sold at varying prices in the range of $56.42 - $56.78. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
4. On February 1, 2011, the Issuer effected a two-for-one stock split, thus the referenced share amounts and exercise price reflect the post-split adjustments to outstanding equity awards and shares held.
5. The Reporting Person disclaims beneficial ownership of these shares.
6. Based on plan statement as of December 31, 2010.
7. 25% exercisable on the date indicated and 25% exercisable on each of the next three anniversaries thereof.
Remarks:
Following the reported transactions and after adjustments to reflect the two-for-one stock split on February 1, 2011, Mr. Moffett's direct beneficial ownership consists of 160,488 Common Stock Restricted Stock Units. He also holds options to acquire a total of 2,250,000 shares of Common Stock, 2,000,000 of which are unvested and 250,000 of which are vested.
Cynthia M. Molyneux, on behalf of James R. Moffett pursuant to a power of attorney 02/04/2011
** 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 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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