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: Leyendecker Gregory T (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	259	$44.38	Acquired	30630	Direct
2013-07-01	Common Stock; $.01 Par Value	M	1312	—	Acquired	31942	Direct
2013-07-01	Common Stock; $.01 Par Value	F	359	$59.98	Disposed	31583	Direct
2013-07-01	Common Stock; $.01 Par Value	M	382	—	Acquired	31965	Direct
2013-07-01	Common Stock; $.01 Par Value	F	105	$59.98	Disposed	31860	Direct
2013-07-01	Common Stock; $.01 Par Value	M	763	—	Acquired	32623	Direct
2013-07-01	Common Stock; $.01 Par Value	F	209	$59.98	Disposed	32414	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-01	Restricted Stock Units	$	M	1312	Disposed	2013-07-01	Common Stock (1312)	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 259 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.