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: Solomon Mark T (VP, Controller & Asst. Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-31	Common Stock, $.01 Par Value	J	134	$32.793	Acquired	8596	Direct
2015-06-30	Common Stock, $.01 Par Value	J	556	$32.793	Acquired	9152	Direct
2015-07-01	Common Stock, $.01 Par Value	M	425	—	Acquired	9577	Direct
2015-07-01	Common Stock, $.01 Par Value	F	136	$46.12	Disposed	9441	Direct
2015-07-01	Common Stock, $.01 Par Value	M	389	—	Acquired	9830	Direct
2015-07-01	Common Stock, $.01 Par Value	F	125	$46.12	Disposed	9705	Direct
2015-07-01	Common Stock, $.01 Par Value	M	277	—	Acquired	9982	Direct
2015-07-01	Common Stock, $.01 Par Value	F	89	$46.12	Disposed	9893	Direct
2015-07-01	Common Stock, $.01 Par Value	M	3607	—	Acquired	13500	Direct
2015-07-01	Common Stock, $.01 Par Value	F	1155	$46.12	Disposed	12345	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-01	Restricted Stock Units	$	M	425	Disposed		Common Stock (425.0)	Direct
2015-07-01	Restricted Stock Units	$	M	389	Disposed		Common Stock (389.0)	Direct
2015-07-01	Restricted Stock Units	$	M	277	Disposed		Common Stock (277.0)	Direct
2015-07-01	Performance Share Units	$	A	3607	Acquired		Common Stock (3607.0)	Direct
2015-07-01	Performance Share Units	$	M	3607	Disposed		Common Stock (3607.0)	Direct

Footnotes

F1: The reporting person purchased 134 shares of the issuer's common stock on December 31, 2014, through the issuer's Employee Stock Purchase Plan.

F2: The reporting person purchased 556 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 3,607 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.