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: Veatch Paul M (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	5237	—	Acquired	17464	Direct
2011-08-01	Common Stock, $.01 Par Value	F	2197	$75.56	Disposed	15267	Direct
2011-08-01	Common Stock, $.01 Par Value	M	1572	—	Acquired	16839	Direct
2011-08-01	Common Stock, $.01 Par Value	F	659	$75.56	Disposed	16180	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-01	Performance Share Award	$	M	5237	Disposed	2011-08-01	Common Stock (5237)	Direct
2011-08-01	Restricted Stock Units	$	M	1572	Disposed	2011-08-01	Common Stock (1572)	Direct

Footnotes

F1: On August 1, 2011, the issuer issued 5,237 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: 786 shares on 8/1/10, 1,572 shares on 8/1/11 and 3,142 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.