conocophillips13g2009.htm - Generated by SEC Publisher for SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934
(Amendment No.: 7)*

Name of Issuer:  ConocoPhillips

 

Title of Class of Securities:               Common Stock

 

CUSIP Number:  20825C104

Date of Event Which Requires Filing of this Statement: December 31, 2009

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

(X) Rule 13d-1(b)
(  ) Rule 13d-1(c)
(  ) Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the following page(s))

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CUSIP No.: 20825C104                                     13G

 

1.  NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

                Vanguard Fiduciary Trust Company, in its capacity as trustee for certain employee benefit plan(s).

                I.R.S. Identification Number 23-2186884.

 

 

2.  CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP

 

                Not Applicable                  A.                 B.

 

 

3.  SEC USE ONLY

 

 

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

 

                Pennsylvania


(For questions 5-8, report the number of shares beneficially owned by each reporting person with:)



5.  SOLE VOTING POWER

 

                None

 

 

6.  SHARED VOTING POWER

               

                103,648,238 Shares

 

 

7.  SOLE DISPOSITIVE POWER

               

                None

 

 

8.  SHARED DISPOSITIVE POWER

               

                103,648,238 Shares

 

 

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

                103,648,238 Shares

 

 

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

                N/A

 

 

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

                6.99%

 

12.  TYPE OF REPORTING PERSON

 

                BK

 

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

SCHEDULE 13G
Under the Securities Exchange Act of 1934

_________________

Item 1 (a) — Name of Issuer

                ConocoPhillips

 

Item 1 (b) — Address of Issuer’s Principal Executive Offices:

 

600 North Dairy Ashford Road
Houston, TX 77079

 

Item 2 (a) — Name of Person Filing:

 

                Vanguard Fiduciary Trust Company, in its capacity as trustee for certain employee benefit plan(s).

 

Item 2 (b) – Address of Principal Business Office or, if none, residence

 

500 Admiral Nelson Blvd.
Malvern, PA 19355

Item 2 (c) — Citizenship

                Vanguard Fiduciary Trust Company is a trust company organized under the laws of the Commonwealth of Pennsylvania.

Item 2 (d) — Title of Class of Securities

                Common Stock

Item 2 (e) — CUSIP Number

                20825C104

Item 3 — Type of Filing:

                If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

                (b) X Bank as defined in Section 3(a)(6) of the Act.

 

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Item 4 — Ownership:

 

(a) Amount Beneficially Owned:

 

                103,648,238 Shares

 

(b) Percent of Class:

 

                6.99%

 

(c) Number of shares as to which such person has:

 

                (i) sole power to vote or to direct the vote: None

 

                (ii) shared power to vote or to direct the vote: 103,648,238 Shares*

 

                (iii) sole power to dispose or to direct the disposition of: None

 

                (iv) shared power to dispose or to direct the disposition of: 103,648,238 Shares**

 

 

*Each participant holding shares of Common Stock in each of the Trusts shall instruct the Trustee how to vote the shares of Company Stock attributable to such participant's account, whether or not vested. The Trustee, itself or by proxy, shall vote shares of Common Stock attributable to such participants accounts in accordance with the instruction of such participants. If, prior to any vote of stockholders, the Trustee has not received instructions from such participants with respect to any shares of Company Stock in their accounts, the Trustee may vote such shares at such meeting in the same proportion as the shares for which the Trustee has received timely instructions, subject to applicable law.

 

**Shares of Common Stock in each of the Trusts are held in various accounts, allocated by the source of contribution (employer, the predecessor to the employer or the employee) and may be disposed of by the Plan or the Trustee only in accordance with the terms of each of the Trusts.

Item 5. — Ownership of Five Percent or Less of a Class.

                Not applicable

Item 6. — Ownership of More than Five Percent on Behalf of Another Person.

                Not applicable

Item 7. —Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

                Not Applicable

Item 8. — Identification and Classification of Members of the Group.

                Not Applicable

 

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Item 9. — Notice of Dissolution of Group.

                Not Applicable

Item 10. — Certification.

                By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 8, 2010

                                                 

 

                                                                   Vanguard Fiduciary Trust Company, Trustee

                                                 

                                                                   By: /s/ Michael Kimmel

 

                                                                   Name: Michael Kimmel

                                                                   Title: Secretary

 

 

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