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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/03/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/03/2013 | P | 100,000 | A | $31.2724(1) | 386,041 | I | By Sable Management, L.P. | ||
Common Stock | 06/03/2013 | P | 350,000 | A | $31.1636(2) | 350,000 | I | Flores No. 2 Family Limited Partnership | ||
Common Stock | 06/03/2013 | P | 650,000 | A | $31.1636(2) | 1,050,458 | I | Flores Family Limited Partnership | ||
Common Stock | 4,345,083(3) | D | ||||||||
Common Stock | 284(6) | I | By 401(k) plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $31.82 | 06/03/2013 | A | 1,350 | 06/03/2013(4) | 12/30/2020 | Common Stock | 1,350 | (5) | 1,350 | D | ||||
Options (Right to Buy) | $32.6 | 06/03/2013 | A | 5,400 | 06/03/2013(4) | 06/01/2021 | Common Stock | 5,400 | (5) | 5,400 | D | ||||
Options (Right to Buy) | $16.34 | 06/03/2013 | A | 5,400 | 06/03/2013(4) | 06/01/2022 | Common Stock | 5,400 | (5) | 5,400 | D |
Explanation of Responses: |
1. The price reported represents the weighted average price of the shares purchased. Shares were purchased at varying prices in the range of $31.2275 - $31.3200. 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 purchased at each separate price. |
2. The price reported represents the weighted average price of the shares purchased. Shares were purchased at varying prices in the range of $30.93 - $31.45. 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 purchased at each separate price. |
3. Includes 128,718 stock-settled Restricted Stock Units. |
4. These options became fully vested and exercisable at the effective time of the merger described in Footnote 5. |
5. Acquired pursuant to the Agreement and Plan of Merger by and among the Issuer, McMoRan Exploration Co. ("MMR") and a wholly owned subsidiary of the Issuer (the "Merger Agreement") in exchange for options to purchase MMR common stock. Options to purchase shares of MMR common stock were converted into options to purchase shares of Issuer common stock, with the number of shares subject to the Issuer options equal to the number of shares subject to the corresponding MMR options multiplied by 0.5400, and rounded down to the nearest whole share. The exercise price of the Issuer options is equal to the exercise price of the corresponding MMR options, divided by 0.5400, and rounded up to the nearest whole cent. |
6. Based on plan statement dated May 31, 2013. |
Kelly C. Simoneaux on behalf of James C. Flores pursuant to a power of attorney | 06/05/2013 | |
** 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 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. |