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: Knott Kenneth J. (SVP-Bus Dv & Land & Asst Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-31	Common Stock: $.01 Par Value	J	67	$16.711	Acquired	41503	Direct
2016-06-30	Common Stock: $.01 Par Value	J	1047	$16.711	Acquired	42550	Direct
2016-07-01	Common Stock: $.01 Par Value	M	445	—	Acquired	42995	Direct
2016-07-01	Common Stock: $.01 Par Value	F	122	$27	Disposed	42873	Direct
2016-07-01	Common Stock: $.01 Par Value	M	340	—	Acquired	43213	Direct
2016-07-01	Common Stock: $.01 Par Value	F	93	$27	Disposed	43120	Direct
2016-07-01	Common Stock: $.01 Par Value	M	571	—	Acquired	43691	Direct
2016-07-01	Common Stock: $.01 Par Value	F	157	$27	Disposed	43534	Direct
2016-07-01	Common Stock: $.01 Par Value	M	749	—	Acquired	44283	Direct
2016-07-01	Common Stock: $.01 Par Value	F	205	$27	Disposed	44078	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-01	Restricted Stock Units	$	M	445	Disposed		Common Stock (445.0)	Direct
2016-07-01	Restricted Stock Units	$	M	340	Disposed		Common Stock (340.0)	Direct
2016-07-01	Restricted Stock Units	$	M	571	Disposed		Common Stock (571.0)	Direct

Footnotes

F1: The reporting person purchased 67 shares of the issuer's common stock on December 31, 2015, through the issuer's Employee Stock Purchase Plan.

F2: The reporting person purchased 1,047 shares of the issuer's common stock on June 30, 2016, 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, 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, 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.

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, 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.

F6: On July 1, 2016, the Compensation Committee of the Board of Directors of the issuer determined that 749 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.