SM Energy Co — Director's Dealing 2020

Jul 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SM Energy Co (SM)
CIK: 0000893538
Period of Report: 2020-07-01

Reporting Person: Newton Lehman E III (SVP - Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-30	Common Stock, $.01 Par Value	J	2224	$3.19	Acquired	73826	Direct
2020-07-01	Common Stock, $.01 Par Value	M	2647	—	Acquired	76473	Direct
2020-07-01	Common Stock, $.01 Par Value	F	645	$3.75	Disposed	75828	Direct
2020-07-01	Common Stock, $.01 Par Value	M	1703	—	Acquired	77531	Direct
2020-07-01	Common Stock, $.01 Par Value	F	416	$3.75	Disposed	77115	Direct
2020-07-01	Common Stock, $.01 Par Value	M	4189	—	Acquired	81304	Direct
2020-07-01	Common Stock, $.01 Par Value	F	1021	$3.75	Disposed	80283	Direct
2020-07-01	Common Stock, $.01 Par Value	M	22345	—	Acquired	102628	Direct
2020-07-01	Common Stock, $.01 Par Value	F	5442	$3.75	Disposed	97186	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-01	Restricted Stock Units	$	M	2647	Disposed		Common Stock, $.01 Par Value (2647.0)	Direct
2020-07-01	Restricted Stock Units	$	M	1703	Disposed		Common Stock, $.01 Par Value (1703.0)	Direct
2020-07-01	Restricted Stock Units	$	M	4189	Disposed		Common Stock, $.01 Par Value (4189.0)	Direct

Footnotes

F1: The Reporting Person purchased 2,224 shares of the Issuer's common stock on June 30, 2020, through the Issuer's Employee Stock Purchase Plan.

F2: Each restricted stock unit represented a contingent right to receive one share of stock. The restricted stock unit grant vested in three equal annual installments beginning on July 1, 2018. The vested shares were issued to the Reporting Person on the vesting dates, at which time all restrictions on the vested shares lapsed.

F3: Each restricted stock unit represents a contingent right to receive one share of stock. The restricted stock unit grant vests in six equal biannual installments beginning January 1, 2019. The vested shares will be issued to the reporting person on the earlier of such person's retirement from the issuer or July 1 of the applicable year, at which time all restrictions on the vested shares will lapse.

F4: Each restricted stock unit represents a contingent right to receive one share of stock. The restricted stock unit grant vests in six equal biannual installments beginning January 1, 2020. The vested shares will be issued to the reporting person on the earlier of such person's retirement from the issuer or July 1 of the applicable year, at which time all restrictions on the vested shares will lapse.

F5: On July 1, 2020, the Compensation Committee of the Board of Directors of the Issuer determined that 22,345 shares of the Issuer's common stock had been earned by the Reporting Person under the terms of a grant of performance share units ("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, 2017, 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 were fully vested on July 1, 2020.