SM Energy Co — Director's Dealing 2011

Aug 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SM Energy Co (SM)
CIK: 0000893538
Period of Report: 2011-08-01

Reporting Person: Newton Lehman E III (Sr. VP & Regional Manager)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-01	Common Stock, $.01 Par Value	M	4180	—	Acquired	13600	Direct
2011-08-01	Common Stock, $.01 Par Value	F	1106	$75.56	Disposed	12494	Direct
2011-08-01	Common Stock, $.01 Par Value	M	1286	—	Acquired	13780	Direct
2011-08-01	Common Stock, $.01 Par Value	F	340	$75.56	Disposed	13440	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-01	Performance Share Award	$	M	4180	Disposed	2011-08-01	Common Stock (4180)	Direct
2011-08-01	Restricted Stock Units	$	M	1286	Disposed	2011-08-01	Common Stock (1286)	Direct

Footnotes

F1: On August 1, 2011, the issuer issued 4,180 shares of common stock to the reporting person in a settlement conversion of a performance share award (the "PSA") reported in a Form 4 for the reporting person filed on July 29, 2011. The PSA represented 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 performance criteria, to the extent that the PSA had vested under separate employment service vesting provisions. The PSA became fully vested and was settled in accordance with its terms on 08/01/2011.

F2: Each restricted stock unit represents a contingent right to receive one share of stock. The restricted stock unit grants vests as follows: 643 shares on 8/1/10, 1,286 shares on 8/1/11 and 2,571 shares on 8/1/12. The vested shares will be issued to the reporting person on the vesting dates, at which time all restrictions on the vested shares will lapse.