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: PURSELL A WADE (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Common Stock; $.01 Par Value	J	45	$51.5185	Acquired	65320	Direct
2014-05-02	Common Stock; $.01 Par Value	G	2000	—	Disposed	63320	Direct
2014-06-30	Common Stock; $.01 Par Value	J	300	$70.6435	Acquired	63620	Direct
2014-07-01	Common Stock; $.01 Par Value	M	1885	—	Acquired	65505	Direct
2014-07-01	Common Stock; $.01 Par Value	F	604	$84.1	Disposed	64901	Direct
2014-07-01	Common Stock; $.01 Par Value	M	2206	—	Acquired	67107	Direct
2014-07-01	Common Stock; $.01 Par Value	F	706	$84.1	Disposed	66401	Direct
2014-07-01	Common Stock; $.01 Par Value	M	1944	—	Acquired	68345	Direct
2014-07-01	Common Stock; $.01 Par Value	F	875	$84.1	Disposed	67470	Direct
2014-07-02	Common Stock; $.01 Par Value	M	5442	—	Disposed	72912	Direct
2014-07-02	Common Stock; $.01 Par Value	F	2537	$84.35	Disposed	70375	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-01	Restricted Stock Units	$	M	1885	Disposed		Common Stock (1885)	Direct
2014-07-01	Restricted Stock Units	$	M	2206	Disposed		Common Stock (2206)	Direct
2014-07-01	Restricted Stock Units	$	M	1944	Disposed		Common Stock (1944)	Direct
2014-07-02	Performance Share Units	$	A	5442	Acquired		Common Stock (5442)	Direct
2014-07-02	Performance Share Units	$	M	5442	Disposed		Common Stock (5442)	Direct

Footnotes

F1: The reporting person purchased 45 shares of the issuer's common stock on December 31, 2013, through the issuer's Employee Stock Purchase Plan.

F2: The reporting person purchased 300 shares of the issuer's common stock on June 30, 2014, through the issuer's Employee Stock Purchase Plan.

F3: 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.

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.

F5: 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.

F6: On July 2, 2014, the Compensation Committee of the Board of Directors of the issuer determined that 5,442 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.