SM Energy Co — Director's Dealing 2014

Jul 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SM Energy Co (SM)
CIK: 0000893538
Period of Report: 2014-07-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-30	Common Stock: $.01 Par Value	J	239	$70.6435	Acquired	34257	Direct
2014-07-01	Common Stock: $.01 Par Value	M	536	—	Acquired	34793	Direct
2014-07-01	Common Stock: $.01 Par Value	F	148	$84.1	Disposed	34645	Direct
2014-07-01	Common Stock: $.01 Par Value	M	543	—	Acquired	35188	Direct
2014-07-01	Common Stock: $.01 Par Value	F	149	$84.1	Disposed	35039	Direct
2014-07-01	Common Stock: $.01 Par Value	M	444	—	Acquired	35483	Direct
2014-07-01	Common Stock: $.01 Par Value	F	122	$84.1	Disposed	35361	Direct
2014-07-02	Common Stock: $.01 Par Value	M	1550	—	Acquired	36911	Direct
2014-07-02	Common Stock: $.01 Par Value	F	426	$84.35	Disposed	36485	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-01	Restricted Stock Units	$	M	536	Disposed		Common Stock (536)	Direct
2014-07-01	Restricted Stock Units	$	M	543	Disposed		Common Stock (543)	Direct
2014-07-01	Restricted Stock Units	$	M	444	Disposed		Common Stock (444)	Direct
2014-07-02	Performance Share Units	$	A	1550	Acquired		Common Stock (1550)	Direct
2014-07-02	Performance Share Units	$	M	1550	Disposed		Common Stock (1550)	Direct

Footnotes

F1: The reporting person purchased 239 shares of the issuer's common stock on June 30, 2014, 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 2, 2012, 2/7th vesting on July 1, 2013, and 4/7th vesting on July 1, 2014. 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 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.

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, 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.

F5: On July 2, 2014, the Compensation Committee of the Board of Directors of the issuer determined that 1,550 shares of the issuer's common stock had been earned by the reporting person under the terms of a grant of performance share units (the "PSUs"), based on the achievement of specific performance criteria that were not tied solely to the market price of the issuer's common stock. The PSUs were granted to the reporting person on July 1, 2011, and represent the right to receive, upon the settlement of the PSUs, the determined number of earned shares of the issuer's common stock based on the achievement of the performance criteria over a three-year performance period (with the determined number of earned shares being within a range of zero to two times the number of PSUs granted on the award date), to the extent that the PSUs have vested under separate employment service vesting provisions. The PSUs vested 1/7th on July 1, 2012, 2/7ths on July 1, 2013, and 4/7ths on July 1, 2014.