SM Energy Co — Director's Dealing 2013

Jul 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SM Energy Co (SM)
CIK: 0000893538
Period of Report: 2013-07-01

Reporting Person: Knott Kenneth J. (VP- Land & Asst. Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-28	Common Stock: $.01 Par Value	J	360	$44.38	Acquired	29374	Direct
2013-07-01	Common Stock: $.01 Par Value	M	853	—	Acquired	30227	Direct
2013-07-01	Common Stock: $.01 Par Value	F	234	$59.98	Disposed	29993	Direct
2013-07-01	Common Stock: $.01 Par Value	M	268	—	Acquired	30261	Direct
2013-07-01	Common Stock: $.01 Par Value	F	74	$59.98	Disposed	30187	Direct
2013-07-01	Common Stock: $.01 Par Value	M	542	—	Acquired	30729	Direct
2013-07-01	Common Stock: $.01 Par Value	F	149	$59.98	Disposed	30580	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-01	Restricted Stock Units	$	M	853	Disposed	2013-07-01	Common Stock (853)	Direct
2013-07-01	Restricted Stock Units	$	M	268	Disposed	2013-07-01	Common Stock (268)	Direct
2013-07-01	Restricted Stock Units	$	M	542	Disposed	2013-07-01	Common Stock (542)	Direct

Footnotes

F1: The reporting person purchased 360 shares of the issuer's common stock on June 28, 2013, through the issuer's Employee Stock Purchase Plan.

F2: Each restricted stock unit represents a contingent right to receive one share of stock. The restricted stock unit grant vested over a three-year period, with 1/7th vesting on July 1, 2011, 2/7th vesting on July 2, 2012, and 4/7th vesting on July 1, 2013. The vested shares were issued to the reporting person on the vesting dates, at which time all restrictions on the vested shares lapsed.

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.

F4: Each restricted stock unit represents a contingent right to receive one share of stock. The restricted stock unit grant vests in three equal annual installments beginning 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.