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: MUELLER MARK D (Sr. VP & Regional Manager)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-01	Common Stock, $.01 Par Value	M	30000	—	Acquired	52321	Direct
2012-08-01	Common Stock, $.01 Par Value	F	11596	$47.30	Disposed	40725	Direct
2012-08-01	Common Stock, $.01 Par Value	M	2857	—	Acquired	43582	Direct
2012-08-01	Common Stock, $.01 Par Value	F	928	$47.30	Disposed	42654	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-01	Performance Share Award	$	M	30000	Disposed	2012-08-01	Common Stock (30000)	Direct
2012-08-01	Restricted Stock Units	$	M	2857	Disposed	2012-08-01	Common Stock (2857)	Direct

Footnotes

F1: On August 1, 2012, the issuer issued 30,000 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: 715 shares on 8/1/10, 1,428 shares on 8/1/11 and 2,857 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.