SM Energy Co — Director's Dealing 2015

Jul 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SM Energy Co (SM)
CIK: 0000893538
Period of Report: 2015-07-01

Reporting Person: Whitcomb David J. (VP-Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-31	Common Stock; $.01 Par Value	J	22	$32.793	Acquired	39942	Direct
2015-06-30	Common Stock; $.01 Par Value	J	635	$32.793	Acquired	40577	Direct
2015-07-01	Common Stock; $.01 Par Value	M	476	—	Acquired	41053	Direct
2015-07-01	Common Stock; $.01 Par Value	F	153	$46.12	Disposed	40900	Direct
2015-07-01	Common Stock; $.01 Par Value	M	403	—	Acquired	41303	Direct
2015-07-01	Common Stock; $.01 Par Value	F	129	$46.12	Disposed	41174	Direct
2015-07-01	Common Stock; $.01 Par Value	M	287	—	Acquired	41461	Direct
2015-07-01	Common Stock; $.01 Par Value	F	92	$46.12	Disposed	41369	Direct
2015-07-01	Common Stock; $.01 Par Value	M	4040	—	Acquired	45409	Direct
2015-07-01	Common Stock; $.01 Par Value	F	1294	$46.12	Disposed	44115	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-01	Restricted Stock Units	$	M	476	Disposed		Common Stock (476.0)	Direct
2015-07-01	Restricted Stock Units	$	M	403	Disposed		Common Stock (403.0)	Direct
2015-07-01	Restricted Stock Units	$	M	287	Disposed		Common Stock (287.0)	Direct
2015-07-01	Performance Share Units	$	A	4040	Acquired		Common Stock (4040.0)	Direct
2015-07-01	Performance Share Units	$	M	4040	Disposed		Common Stock (4040.0)	Direct

Footnotes

F1: The reporting person purchased 22 shares of the issuer's common stock on December 31, 2014 through the issuer's Employee Stock Purchase Plan.

F2: The reporting person purchased 635 shares of the issuer's common stock on June 30, 2015, 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 in three equal annual installments beginning 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.

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: 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, 2015. 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 1, 2015, the Compensation Committee of the Board of Directors of the issuer determined that 4,040 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, 2012, 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 in three equal annual installments beginning on July 1, 2013.