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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-28	Common Stock; $.01 Par Value	J	478	$44.38	Acquired	43132	Direct
2013-07-01	Common Stock; $.01 Par Value	M	1378	—	Acquired	44510	Direct
2013-07-01	Common Stock; $.01 Par Value	F	460	$59.98	Disposed	44050	Direct
2013-07-01	Common Stock; $.01 Par Value	M	382	—	Acquired	44432	Direct
2013-07-01	Common Stock; $.01 Par Value	F	129	$59.98	Disposed	44303	Direct
2013-07-01	Common Stock; $.01 Par Value	M	763	—	Acquired	45066	Direct
2013-07-01	Common Stock; $.01 Par Value	F	255	$59.98	Disposed	44811	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-01	Restricted Stock Units	$	M	1378	Disposed	2013-07-01	Common Stock (1378)	Direct
2013-07-01	Restricted Stock Units	$	M	382	Disposed	2013-07-01	Common Stock (382)	Direct
2013-07-01	Restricted Stock Units	$	M	763	Disposed	2013-07-01	Common Stock (763)	Direct

Footnotes

F1: The reporting person purchased 478 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.