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: BEST ANTHONY JAMES (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-30	Common Stock; $.01 Par Value	J	300	$70.6435	Acquired	187069	Direct
2014-07-01	Common Stock; $.01 Par Value	M	5869	—	Acquired	192938	Direct
2014-07-01	Common Stock; $.01 Par Value	F	2735	$84.1	Disposed	190203	Direct
2014-07-01	Common Stock; $.01 Par Value	M	5939	—	Acquired	196142	Direct
2014-07-01	Common Stock; $.01 Par Value	F	2767	$84.1	Disposed	193375	Direct
2014-07-01	Common Stock; $.01 Par Value	M	5140	—	Acquired	198515	Direct
2014-07-01	Common Stock; $.01 Par Value	F	2395	$84.1	Disposed	196120	Direct
2014-07-02	Common Stock; $.01 Par Value	M	16927	—	Acquired	213047	Direct
2014-07-02	Common Stock; $.01 Par Value	F	7886	$84.35	Disposed	205161	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-01	Restricted Stock Units	$	M	5869	Disposed		Common Stock (5869)	Direct
2014-07-01	Restricted Stock Units	$	M	5939	Disposed		Common Stock (5939)	Direct
2014-07-01	Restricted Stock Units	$	M	5140	Disposed		Common Stock (5140)	Direct
2014-07-02	Performance Share Units	$	A	16927	Acquired		Common Stock (16927)	Direct
2014-07-02	Performance Share Units	$	M	16927	Disposed		Common Stock (16927)	Direct

Footnotes

F1: The reporting person purchased 300 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 16,927 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 September 6, 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.