SM Energy Co — Director's Dealing 2012

Jul 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SM Energy Co (SM)
CIK: 0000893538
Period of Report: 2012-07-02

Reporting Person: Copeland David W (Sr. VP , GC & Corp. Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-29	Common Stock; $.01 Par Value	J	341	$41.7435	Acquired	36434	Direct
2012-07-02	Common Stock; $.01 Par Value	M	1940	—	Acquired	38374	Direct
2012-07-02	Common Stock; $.01 Par Value	M	190	—	Acquired	38564	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-02	Restricted Stock Units	$	M	1940	Disposed	2012-07-02	Common Stock (1940)	Direct
2012-07-02	Restricted Stock Units	$	M	190	Disposed	2012-07-02	Common Stock (190)	Direct

Footnotes

F1: The reporting person purchased 341 shares of the issuer's common stock on June 29, 2012, through the Issuer's Employee Stock Purchase Program.

F2: Each restricted stock unit represents a contingent right to receive one share of stock. The restricted stock units vest as follows: 970 shares on July 1, 2011, 1,940 shares on July 2, 2012, and 3,878 shares on July 1, 2013. 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.

F3: Each restricted stock unit represents a contingent right to receive one share of stock. The restricted stock unit grant vests over a three-year period, with 1/7th vesting on July 2, 2012, 2/7th vesting on July 1, 2013, and 4/7th vesting on July 1, 2014. 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.