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: Ottoson Javan D (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-28	Common Stock; $.01 Par Value	J	251	$44.38	Acquired	71438	Direct
2013-07-01	Common Stock; $.01 Par Value	M	3674	—	Acquired	75112	Direct
2013-07-01	Common Stock; $.01 Par Value	F	1175	$59.98	Disposed	73937	Direct
2013-07-01	Common Stock; $.01 Par Value	M	1174	—	Acquired	75111	Direct
2013-07-01	Common Stock; $.01 Par Value	F	377	$59.98	Disposed	74734	Direct
2013-07-01	Common Stock; $.01 Par Value	M	2714	—	Acquired	77448	Direct
2013-07-01	Common Stock; $.01 Par Value	F	868	$59.98	Disposed	76580	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-01	Restricted Stock Units	$	M	3674	Disposed	2013-07-01	Common Stock (3674)	Direct
2013-07-01	Restricted Stock Units	$	M	1174	Disposed	2013-07-01	Common Stock (1174)	Direct
2013-07-01	Restricted Stock Units	$	M	2714	Disposed	2013-07-01	Common Stock (2714)	Direct

Footnotes

F1: The reporting person purchased 251 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.