Edgar Filing: FREEPORT MCMORAN COPPER & GOLD INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GRAHAM H DEVON JR

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)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1900 WEST LOOP SOUTH, SUITE 1050

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2013

(Street)

HOUSTON, TX 77027

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (Right to Buy)

$ 26.06

06/03/2013

1,890

06/03/2013⁽¹⁾

06/01/2014

Common Stock

1,890

⁽²⁾

1,890

Options (Right to Buy)

$ 34.63

06/03/2013

1,890

06/03/2013⁽¹⁾

06/01/2015

Common Stock

1,890

⁽²⁾

1,890

Options (Right to Buy)

$ 31.67

06/03/2013

1,890

06/03/2013⁽¹⁾

06/01/2016

Common Stock

1,890

⁽²⁾

1,890

Options (Right to Buy)

$ 28.1

06/03/2013

1,890

06/03/2013⁽¹⁾

06/01/2017

Common Stock

1,890

⁽²⁾

1,890

Options (Right to Buy)

$ 59.12

06/03/2013

2,700

06/03/2013⁽¹⁾

06/01/2018

Common Stock

2,700

⁽²⁾

2,700

Options (Right to Buy)

$ 13.82

06/03/2013

2,700

06/03/2013⁽¹⁾

06/01/2019

Common Stock

2,700

⁽²⁾

2,700

Options (Right to Buy)

$ 17.56

06/03/2013

2,700

06/03/2013⁽¹⁾

06/01/2020

Common Stock

2,700

⁽²⁾

2,700

Options (Right to Buy)

$ 32.6

06/03/2013

5,400

06/03/2013⁽¹⁾

06/01/2021

Common Stock

5,400

⁽²⁾

5,400

Options (Right to Buy)

$ 16.34

06/03/2013

5,400

06/03/2013⁽¹⁾

06/01/2022

Common Stock

5,400

⁽²⁾

5,400

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GRAHAM H DEVON JR 1900 WEST LOOP SOUTH, SUITE 1050 HOUSTON, TX 77027	X

Signatures

Kelly C. Simoneaux on behalf of H. Devon Graham, Jr. pursuant to a power of attorney		06/05/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	To the extent unvested, these options became fully vested and exercisable at the effective time of the merger described in Footnote 2.
(2)	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.

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