SM Energy Co — Director's Dealing 2011

Jul 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SM Energy Co (SM)
CIK: 0000893538
Period of Report: 2011-07-28

Reporting Person: MUELLER MARK D (Sr. VP & Regional Manager)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-28	Performance Share Award	$	A	3935	Acquired	2011-08-01	Common Stock (3935)	Direct

Footnotes

F1: On July 28, 2011, the Compensation Committee of the Board of Directors of the issuer determined that 3,935 shares of the issuer's common stock had been earned by the reporting person under the terms of a performance share award (the "PSA"), based on the achievement of specific performance criteria that were not tied solely to the market price of the issuer's common stock. The PSA was granted to the reporting person on August 1, 2008, and represents the right to receive, upon the settlement of the PSA, the determined number of earned shares of the issuer's common stock based on the achievement of the performance criteria over a three-year performance period (with the determined number of earned shares being within a range of zero to two times the number of target shares indicated on the award date), to the extent that the PSA has vested under separate employment service vesting provisions.

F2: The PSA vested 1/7th on August 1, 2009 and 2/7ths on August 1, 2010, and the remaining 4/7ths is scheduled to vest on August 1, 2011. Under the terms of the PSA, the PSA is scheduled to be settled through the issuance of the number of earned and vested shares of common stock on or about August 1, 2011.