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: Whitcomb David J. (VP-Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-28	Common Stock; $.01 Par Value	J	404	$44.38	Acquired	31766	Direct
2013-07-01	Common Stock; $.01 Par Value	M	787	—	Acquired	32553	Direct
2013-07-01	Common Stock; $.01 Par Value	F	252	$59.98	Disposed	32301	Direct
2013-07-01	Common Stock; $.01 Par Value	M	235	—	Acquired	32536	Direct
2013-07-01	Common Stock; $.01 Par Value	F	76	$59.98	Disposed	32460	Direct
2013-07-01	Common Stock; $.01 Par Value	M	474	—	Acquired	32934	Direct
2013-07-01	Common Stock; $.01 Par Value	F	152	$59.98	Disposed	32782	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-01	Restricted Stock Units	$	M	787	Disposed	2013-07-01	Common Stock (787)	Direct
2013-07-01	Restricted Stock Units	$	M	235	Disposed	2013-07-01	Common Stock (235)	Direct
2013-07-01	Restricted Stock Units	$	M	474	Disposed	2013-07-01	Common Stock (474)	Direct

Footnotes

F1: The reporting person purchased 404 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.