0001209191-19-011426.txt : 20190220 0001209191-19-011426.hdr.sgml : 20190220 20190220124830 ACCESSION NUMBER: 0001209191-19-011426 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190215 FILED AS OF DATE: 20190220 DATE AS OF CHANGE: 20190220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hatfield Michael D. CENTRAL INDEX KEY: 0001767185 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32395 FILM NUMBER: 19617647 MAIL ADDRESS: STREET 1: SHIPPING & RECEIVING CENTER STREET 2: 16930 PARK ROW DR. CITY: HOUSTON STATE: TX ZIP: 77084 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONOCOPHILLIPS CENTRAL INDEX KEY: 0001163165 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 010562944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 925 N. ELDRIDGE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 281-293-1000 MAIL ADDRESS: STREET 1: SHIPPING & RECEIVING CENTER STREET 2: 16930 PARK ROW DR. CITY: HOUSTON STATE: TX ZIP: 77084 FORMER COMPANY: FORMER CONFORMED NAME: CORVETTEPORSCHE CORP DATE OF NAME CHANGE: 20011204 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-02-15 0 0001163165 CONOCOPHILLIPS COP 0001767185 Hatfield Michael D. 16930 PARK ROW DR. HOUSTON TX 77084 0 1 0 0 President Stock Options (Right to Buy) 65.463 2024-02-18 Common Stock 20800 D Stock Options (Right to Buy) 69.245 2025-02-17 Common Stock 23800 D Stock Options (Right to Buy) 33.125 2026-02-16 Common Stock 14500 D Stock Options (Right to Buy) 49.755 2027-02-14 Common Stock 33300 D Stock Units Common Stock 4414 D Stock Units Common Stock 31200 D Stock Units Common Stock 5266.5552 D Stock Units Common Stock 8863 D Vests in three equal annual installments beginning February 18, 2014. Vests in three equal annual installments beginning February 17, 2015. Vests in three equal annual installments beginning February 16, 2016. Vests in three equal annual installments beginning February 14, 2017. The stock units will be forfeited if the reporting person separates from service prior to the end of an escrow period ending on the earliest to occur of the following: (a) termination of employment as a result of layoff; (b) termination of employment after attainment of age 55 with five years of service; (c) termination of employment due to death or total disability; (d) termination of employment following a change in control; or (e) February 18, 2020. During the escrow period, the reporting person may not dispose of the stock units. The stock units will be settled in cash on the later of (a) the end of the escrow period or (b) the earlier of (i) death, (ii) February 18, 2020 or (iii) six months after separation from service in which case the stock units will be settled in cash based on the fair market value of the units on that date. The reporting person may also elect to defer settlement of stock units until a later date. The stock units do not have an expiration date. The stock units represent ConocoPhillips common stock on a 1-for-1 basis. The stock units will be forfeited if the reporting person separates from service prior to the end of an escrow period ending on the earliest to occur of the following: (a) termination of employment as a result of layoff; (b) termination of employment after attainment of age 55 with five years of service; (c) termination of employment due to death or total disability; (d) termination of employment following a change in control; or (e) February 19, 2019. During the escrow period, the reporting person may not dispose of the stock units. The stock units will be settled in cash on the later of (a) the end of the escrow period or (b) the earlier of (i) death, (ii) February 19, 2019 or (ii) six months after separation from service in which case the stock units will be settled in cash based on the fair market value of the units on that date. The reporting person may also elect to defer settlement of stock units until a later date. Stock unit grant settles 3 years from date of grant, but may be eligible for full or partial settlement upon termination of employment after attainment of age 55 with five years of service, layoff, death or disability, or a change in control. The reporting person may also elect to defer all or part of the settlement value of the units to a later date. Mary K. Ytterberg, Attorney In Fact (by Power of Attorney filed herewith) 2019-02-20 EX-24.3_834409 2 poa.txt POA DOCUMENT POWER OF ATTORNEY The undersigned, a person subject to ownership reporting pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and requirements pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), in respect of the equity securities of ConocoPhillips, hereby makes, constitutes and appoints any of Shannon B. Kinney, Stephen D. Elison, and Mary K. Ytterberg my true and lawful attorney-in-fact with full power and authority: (1) to prepare, execute in my name and on my behalf, and file with the U.S. Securities and Exchange Commission (the "SEC") any of the following forms which I may be required or permitted to file: (A) Form ID and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Exchange Act or any rule or regulation of the SEC; (B) Forms 3, 4 and 5 or any other reports or statements of beneficial ownership or changes of beneficial ownership necessary or appropriate under Section 16(a) of the Exchange Act; and (C) Form 144, or any other notice of proposed sale of securities or other document necessary or appropriate under Rule 144 of the Securities Act. (2) to do and perform any and all acts for and on my behalf which may be necessary or desirable to complete and execute any such Form ID, 3, 4, 5, or 144, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority. I hereby revoke any previous power of attorney I may have given to any person to make and file such reports, statements and notices with respect to the equity securities of ConocoPhillips. This power of attorney shall remain in force for so long as I may be subject to reporting obligations under Section 16(a) of the Exchange Act or the requirements of Rule 144 under the Securities Act, unless earlier expressly revoked by me in writing and delivered to ConocoPhillips. Each of my attorneys-in-fact may at their sole discretion designate one or more substitute attorneys-in-fact to act in their place. I acknowledge that my attorneys-in-fact, in serving in this capacity at my request, are not assuming, nor is ConocoPhillips assuming, any of my responsibilities to comply with the Exchange Act, the Securities Act, or the rules and regulations thereunder. /s/ Michael D. Hatfield Name: Michael D. Hatfield Date: February 5, 2019 STATE OF TEXAS COUNTY OF HARRIS On this 5th day of February, 2019, Michael D. Hatfield personally appeared before me, and acknowledged that he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. /s/ Carissa Cardy Name: Carissa Cardy My Commission Expires: July 18, 2019