- Statement of Changes in Beneficial Ownership (4)
04 Februar 2011 - 11:59PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ADKERSON RICHARD C
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2. Issuer Name
and
Ticker or Trading Symbol
FREEPORT MCMORAN COPPER & GOLD INC
[
FCX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
333 NORTH CENTRAL AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/2/2011
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(Street)
PHOENIX, AZ 85004
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/2/2011
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M
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500000
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A
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$18.52
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2828240
(1)
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D
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Common Stock
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2/2/2011
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M
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500000
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A
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$12.295
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3328240
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D
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Common Stock
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2/2/2011
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F
(2)
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571507
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D
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$56.26
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2756733
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D
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Common Stock
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2/2/2011
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J
(3)
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98961
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D
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$0
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2657772
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D
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Common Stock
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2/2/2011
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S
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329154
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D
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$56.5452
(4)
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2328618
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D
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Common Stock
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20330
(1)
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I
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By IRA
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Options (right to buy)
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$18.52
(1)
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2/2/2011
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M
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500000
(1)
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2/1/2006
(5)
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2/1/2015
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Common Stock
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500000
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$0
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0
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D
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Options (right to buy)
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$12.2950
(1)
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2/2/2011
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M
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500000
(1)
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2/2/2010
(5)
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2/2/2019
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Common Stock
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500000
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$0
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500000
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D
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Explanation of Responses:
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(
1)
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On February 1, 2011, the Issuer effected a two-for-one stock split, thus the referenced share amounts and exercise prices reflect the post-split adjustments to outstanding equity awards and shares held.
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(
2)
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Shares delivered and withheld in payment of exercise price of options and resulting taxes.
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(
3)
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98,961 shares, representing one-half of the economic value of the shares remaining following payment of the exercise price and resulting taxes from the exercise of 500,000 of the options, were transferred to the Reporting Person's former spouse pursuant to a property settlement.
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(
4)
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The price reported represents the weighted average price of the shares sold. Shares were sold at varying prices in the range of $56.18 - $57.145. 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.
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(
5)
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25% exercisable on the date indicated and 25% exercisable on each of the next three anniversaries thereof.
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Remarks:
Following the reported transactions and after adjustments to reflect the two-for-one stock split on February 1, 2011, Mr. Adkerson's direct beneficial ownership includes 2,088,130 shares of Common Stock and 240,488 Common Stock Restricted Stock Units. He also holds options to acquire a total of 4,500,000 shares of Common Stock, 2,500,000 of which are vested.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ADKERSON RICHARD C
333 NORTH CENTRAL AVENUE
PHOENIX, AZ 85004
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X
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President and CEO
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Signatures
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Kelly C. Simoneaux, on behalf of Richard C. Adkerson, pursuant to a power of attorney
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2/4/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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