SM Energy Co — Director's Dealing 2012

Jul 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SM Energy Co (SM)
CIK: 0000893538
Period of Report: 2012-07-23

Reporting Person: Leyendecker Gregory T (Sr. VP & Regional Manager)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-23	Performance Share Award	$	A	24000	Acquired	2012-08-01	Common Stock (24000)	Direct

Footnotes

F1: On July 23, 2012, the Compensation Committee of the Board of Directors of the issuer determined that 24,000 shares of the issuer's common stock had been earned by the reporting person under the terms of a grant of performance share awards (the "PSAs"), based on the achievement of specific performance criteria that were not tied solely to the market price of the issuer's common stock. The PSAs were granted to the reporting person on August 1, 2009, and represent the right to receive, upon the settlement of the PSAs, 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 PSAs granted on the award date), to the extent that the PSAs have vested under separate employment service vesting provisions.

F2: The PSAs vested 1/7th on August 1, 2010 and 2/7ths on August 1, 2011, and the remaining 4/7ths is scheduled to vest on August 1, 2012. Under the terms of the PSAs, the PSAs are scheduled to be settled through the issuance of the number of earned and vested shares of common stock on or about August 1, 2012.