SM Energy Co — Director's Dealing 2012

Aug 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SM Energy Co (SM)
CIK: 0000893538
Period of Report: 2012-08-01

Reporting Person: Zubieta Dennis A. (VP-Engineering & Evaluation)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-01	Common Stock, $.01 Par value	M	18150	—	Acquired	45048	Direct
2012-08-01	Common Stock, $.01 Par value	F	6996	$47.30	Disposed	38052	Direct
2012-08-01	Common Stock, $.01 Par value	M	1728	—	Acquired	39780	Direct
2012-08-01	Common Stock, $.01 Par value	F	538	$47.30	Disposed	39242	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-01	Performance Share Award	$	M	18150	Disposed	2012-08-01	Common Stock (18150)	Direct
2012-08-01	Restricted Stock Units	$	M	1728	Disposed	2012-08-01	Common Stock (1728)	Direct

Footnotes

F1: On August 1, 2012, the issuer issued 18,150 shares of common stock to the reporting person to settle a grant of performance share awards (the "PSAs") reported in a Form 4 for the reporting person filed on July 24, 2012. The PSAs represented 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 performance criteria, to the extent that the PSAs had vested under separate employment service vesting provisions. The PSAs became fully vested and were settled in accordance with their terms on 08/01/2012.

F2: Each restricted stock unit represents a contingent right to receive one share of stock. The restricted stock unit grants vested as follows: 433 shares on 8/1/10, 864 shares on 8/1/11 and 1,728 shares on 8/1/12. The vested shares were issued to the reporting person on the vesting dates, at which time all restrictions on the vested shares lapsed.

F3: The total includes the subtraction of 49 shares to correct a math error in Column 5 of Table I on a previously filed Form 4, which disclosed shares acquired by the reporting person on December 30, 2011, under the issuer's Employee Stock Purchase Plan.