SM Energy Co — Director's Dealing 2016

Jul 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SM Energy Co (SM)
CIK: 0000893538
Period of Report: 2016-07-01

Reporting Person: Lutey Mary Ellen (Sr. VP & Regional Manager)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-31	Common Stock; $.01 Par Value	J	178	$16.711	Acquired	18942	Direct
2015-12-31	Common Stock; $.01 Par Value	J	176	$16.711	Acquired	12510	Indirect
2016-06-30	Common Stock; $.01 Par Value	J	436	$16.711	Acquired	19378	Direct
2016-06-30	Common Stock; $.01 Par Value	J	444	$16.711	Acquired	12954	Indirect
2016-07-01	Common Stock; $.01 Par Value	M	487	—	Acquired	19865	Direct
2016-07-01	Common Stock; $.01 Par Value	F	134	$27	Disposed	19731	Direct
2016-07-01	Common Stock; $.01 Par Value	M	279	—	Acquired	13233	Indirect
2016-07-01	Common Stock; $.01 Par Value	F	77	$27	Disposed	13156	Indirect
2016-07-01	Common Stock; $.01 Par Value	M	372	—	Acquired	20103	Direct
2016-07-01	Common Stock; $.01 Par Value	F	102	$27	Disposed	20001	Direct
2016-07-01	Common Stock; $.01 Par Value	M	198	—	Acquired	13354	Indirect
2016-07-01	Common Stock; $.01 Par Value	F	55	$27	Disposed	13299	Indirect
2016-07-01	Common Stock; $.01 Par Value	M	743	—	Acquired	20744	Direct
2016-07-01	Common Stock; $.01 Par Value	F	204	$27	Disposed	20540	Direct
2016-07-01	Common Stock; $.01 Par Value	M	381	—	Acquired	13680	Indirect
2016-07-01	Common Stock; $.01 Par Value	F	105	$27	Disposed	13575	Indirect
2016-07-01	Common Stock; $.01 Par Value	M	819	—	Acquired	21359	Direct
2016-07-01	Common Stock; $.01 Par Value	F	224	$27	Disposed	21135	Direct
2016-07-01	Common Stock; $.01 Par Value	M	468	—	Acquired	14043	Indirect
2016-07-01	Common Stock; $.01 Par Value	F	128	$27	Disposed	13915	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-01	Restricted Stock Units	$	M	487	Disposed		Common Stock; $.01 Par Value (487.0)	Direct
2016-07-01	Restricted Stock Units	$	M	279	Disposed		Common Stock; $.01 Par Value (279.0)	Indirect
2016-07-01	Restricted Stock Units	$	M	372	Disposed		Common Stock; $.01 Par Value (372.0)	Direct
2016-07-01	Restricted Stock Units	$	M	198	Disposed		Common Stock; $.01 Par Value (198.0)	Indirect
2016-07-01	Restricted Stock Units	$	M	743	Disposed		Common Stock; $.01 Par Value (743.0)	Direct
2016-07-01	Restricted Stock Units	$	M	381	Disposed		Common Stock; $.01 Par Value (381.0)	Indirect

Footnotes

F1: The reporting person purchased 178 shares of the issuer's common stock on December 31, 2015, through the issuer's Employee Stock Purchase Plan.

F2: The reporting person's husband purchased 176 shares of the issuer's common stock on December 31, 2015, through the issuer's Employee Stock Purchase Plan.

F3: The reporting person's husband is also employed by the issuer, purchases the issuers's common stock through the issuer's Employee Stock Purchase Plan, and receives grants of restricted stock units and performance share awards.

F4: The reporting person purchased 436 shares of the issuer's common stock on June 30, 2016, through the issuer's Employee Stock Purchase Plan.

F5: The reporting person's husband purchased 444 shares of the issuer's common stock on June 30, 2016, through the issuer's Employee Stock Purchase Plan.

F6: 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, 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 vested in three equal annual installments beginning on July 1, 2014. The vested shares were issued to the reporting person's husband on the vesting dates, at which time all restrictions on the vested shares lapsed.

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, 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.

F9: 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 were issued to the reporting person's husband on the vesting dates, at which time all restrictions on the vested shares lapsed.

F10: 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 July 1, 2016. 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.

F11: 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, 2016. The vested shares were issued to the reporting person's husband on the vesting dates, at which time all restrictions on the vested shares lapsed.

F12: On July 1, 2016, the Compensation Committee of the Board of Directors of the issuer determined that 819 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, 2013, 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 on July 1, 2016.

F13: On July 1, 2016, the Compensation Committee of the Board of Directors of the issuer determined that 468 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, 2013, 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 on July 1, 2016.