Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
On November 19, 2019, ConocoPhillips (the "Company") sent a notice to
participants and beneficiaries in the ConocoPhillips Savings Plan, the Company
Retirement Contribution Make-Up Plan, the Key Employee Deferred Compensation
Plan of ConocoPhillips Title I, the Key Employee Deferred Compensation Plan of
ConocoPhillips Title II, the Defined Contribution Make-Up Plan of ConocoPhillips
Title I, and the Defined Contribution Make-Up Plan of ConocoPhillips Title II
(collectively the foregoing plans shall be referred to herein as the "Plans")
that, effective January 2, 2020, the recordkeeper of the Plans is being changed.
The notice advised that, as a result of this change in recordkeeper, there will
be a blackout period that begins at 3:00 P.M. Central time on December 26, 2019
and ends during the week of January 12, 2020 (the "Blackout Period"). During the
Blackout Period, participants and beneficiaries in the Plans will be unable to
obtain a loan or receive a distribution (or withdrawal) from the Plans or direct
or diversify investments in their individual accounts, including transactions in
Company common stock in various funds available under the Plans.
During the blackout period, and for a period of two years after the end date
thereof, a security holder or other interested person may obtain, without
charge, information regarding the Blackout Period, including the actual
beginning and end dates of the Blackout Period. This information is available by
contacting Shannon Weinberg Kinney, the Company's Deputy General Counsel and
Chief Compliance Officer, at P.O. Box 4783, Houston, Texas 77084 or via
telephone at (281) 293-1000.
In connection with the foregoing, on November 20, 2019, the Company sent a
notice to its Executive Officers and Directors pursuant to Section 306(a) of the
Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange
Commission Regulation BTR. A copy of the notice to Executive Officers and
Directors is attached hereto as Exhibit 99.1 and is incorporated herein by
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Notice to Directors and Executive Officers dated November 20,
104* Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101).
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