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SM Energy Co — Director's Dealing 2014
Jul 3, 2014
31371_dirs_2014-07-03_813d196b-3958-4f67-9893-003f552d3af1.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: SM Energy Co (SM)
CIK: 0000893538
Period of Report: 2014-07-01
Reporting Person: Lutey Mary Ellen (VP & Regional Manager)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2013-12-31 | Common Stock; $.01 Par Value | J | 153 | $51.5185 | Acquired | 21529 | Direct |
| 2013-12-31 | Common Stock; $.01 Par Value | J | 174 | $51.5185 | Acquired | 21703 | Indirect |
| 2014-06-30 | Common Stock; $.01 Par Value | J | 200 | $70.6435 | Acquired | 21903 | Direct |
| 2014-06-30 | Common Stock; $.01 Par Value | J | 201 | $70.6435 | Acquired | 22104 | Indirect |
| 2014-07-01 | Common Stock; $.01 Par Value | M | 376 | — | Acquired | 22480 | Direct |
| 2014-07-01 | Common Stock; $.01 Par Value | F | 124 | $84.1 | Disposed | 22356 | Direct |
| 2014-07-01 | Common Stock; $.01 Par Value | M | 292 | — | Acquired | 22648 | Indirect |
| 2014-07-01 | Common Stock; $.01 Par Value | F | 96 | $84.1 | Disposed | 22552 | Indirect |
| 2014-07-01 | Common Stock; $.01 Par Value | M | 373 | — | Acquired | 22925 | Direct |
| 2014-07-01 | Common Stock; $.01 Par Value | F | 122 | $84.1 | Disposed | 22803 | Direct |
| 2014-07-01 | Common Stock; $.01 Par Value | M | 297 | — | Acquired | 23100 | Indirect |
| 2014-07-01 | Common Stock; $.01 Par Value | F | 97 | $84.1 | Disposed | 23003 | Indirect |
| 2014-07-01 | Common Stock; $.01 Par Value | M | 486 | — | Acquired | 23489 | Direct |
| 2014-07-01 | Common Stock; $.01 Par Value | F | 159 | $84.1 | Disposed | 23330 | Direct |
| 2014-07-01 | Common Stock; $.01 Par Value | M | 277 | — | Acquired | 23607 | Indirect |
| 2014-07-01 | Common Stock; $.01 Par Value | F | 91 | $84.1 | Disposed | 23516 | Indirect |
| 2014-07-02 | Common Stock; $.01 Par Value | M | 1090 | — | Acquired | 24606 | Direct |
| 2014-07-02 | Common Stock; $.01 Par Value | F | 357 | $84.35 | Disposed | 24249 | Direct |
| 2014-07-02 | Common Stock; $.01 Par Value | M | 847 | — | Acquired | 25096 | Indirect |
| 2014-07-02 | Common Stock; $.01 Par Value | F | 277 | $84.35 | Disposed | 24819 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2014-07-01 | Restricted Stock Units | $ | M | 376 | Disposed | Common Stock (376) | Direct | |
| 2014-07-01 | Restricted Stock Units | $ | M | 292 | Disposed | Common Stock (292) | Indirect | |
| 2014-07-01 | Restricted Stock Units | $ | M | 373 | Disposed | Common Stock (373) | Direct | |
| 2014-07-01 | Restricted Stock Units | $ | M | 297 | Disposed | Common Stock (297) | Indirect | |
| 2014-07-01 | Restricted Stock Units | $ | M | 486 | Disposed | Common Stock (486) | Direct | |
| 2014-07-01 | Restricted Stock Units | $ | M | 277 | Disposed | Common Stock (277) | Indirect | |
| 2014-07-02 | Performance Share Units | $ | A | 1090 | Acquired | Common Stock (1090) | Direct | |
| 2014-07-02 | Performance Share Units | $ | M | 1090 | Disposed | Common Stock (1090) | Direct | |
| 2014-07-02 | Performance Share Units | $ | A | 847 | Acquired | Common Stock (847) | Indirect | |
| 2014-07-02 | Performance Share Units | $ | M | 847 | Disposed | Common Stock (847) | Indirect |
Footnotes
F1: The reporting person purchased 153 shares of the issuer's common stock on December 31, 2013, through the issuer's Employee Stock Purchase Plan.
F2: The reporting person's husband purchased 174 shares of the issuer's common stock on December 31, 2013, through the issuer's Employee Stock Purchase Plan.
F3: The reporting person purchased 200 shares of the issuer's common stock on June 30, 2014, through the issuer's Employee Stock Purchase Plan.
F4: The reporting person's husband purchased 201 shares of the issuer's common stock on June 30, 2014, through the issuer's Employee Stock Purchase Plan.
F5: The reporting person's husband is also employed by the issuer, purchases the issuers's common stock through the issuer's Employment Stock Purchase Plan, and receives grants of retricted stock units and performance share awards.
F6: 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 2, 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.
F7: 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.
F8: 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.
F9: On July 2, 2014, the Compensation Committee of the Board of Directors of the issuer determined that 1,090 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.
F10: On July 2, 2014, the Compensation Committee of the Board of Directors of the issuer determined that 847 shares of the issuer's common stock had been earned by the reporting person's husband 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