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: Lutey Mary Ellen (SVP - Development & EHS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-31	Common Stock, $.01 Par Value	J	912	$9.55	Acquired	34055	Direct
2019-12-31	Common Stock, $.01 Par Value	J	951	$9.55	Acquired	22448	Indirect
2020-06-30	Common Stock, $.01 Par Value	J	2224	$3.19	Acquired	36279	Direct
2020-06-30	Common Stock, $.01 Par Value	J	2224	$3.19	Acquired	24672	Indirect
2020-07-01	Common Stock, $.01 Par Value	M	2647	—	Acquired	38926	Direct
2020-07-01	Common Stock, $.01 Par Value	F	645	$3.75	Disposed	38281	Direct
2020-07-01	Common Stock, $.01 Par Value	M	1109	—	Acquired	25781	Indirect
2020-07-01	Common Stock, $.01 Par Value	F	271	$3.75	Disposed	25510	Indirect
2020-07-01	Common Stock, $.01 Par Value	M	1703	—	Acquired	39984	Direct
2020-07-01	Common Stock, $.01 Par Value	F	415	$3.75	Disposed	39569	Direct
2020-07-01	Common Stock, $.01 Par Value	M	1168	—	Acquired	26678	Indirect
2020-07-01	Common Stock, $.01 Par Value	F	285	$3.75	Disposed	26393	Indirect
2020-07-01	Common Stock, $.01 Par Value	M	4189	—	Acquired	43758	Direct
2020-07-01	Common Stock, $.01 Par Value	F	1021	$3.75	Disposed	42737	Direct
2020-07-01	Common Stock, $.01 Par Value	M	1800	—	Acquired	28193	Indirect
2020-07-01	Common Stock, $.01 Par Value	F	439	$3.75	Disposed	27754	Indirect
2020-07-01	Common Stock, $.01 Par Value	M	22345	—	Acquired	65082	Direct
2020-07-01	Common Stock, $.01 Par Value	F	5442	$3.75	Disposed	59640	Direct
2020-07-01	Common Stock, $.01 Par Value	M	9364	—	Acquired	37118	Indirect
2020-07-01	Common Stock, $.01 Par Value	F	2281	$3.75	Disposed	34837	Indirect

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	1109	Disposed		Common Stock, $.01 Par Value (1109.0)	Indirect
2020-07-01	Restricted Stock Units	$	M	1703	Disposed		Common Stock, $.01 Par Value (1703.0)	Direct
2020-07-01	Restricted Stock Units	$	M	1168	Disposed		Common Stock, $.01 Par Value (1168.0)	Indirect
2020-07-01	Restricted Stock Units	$	M	4189	Disposed		Common Stock, $.01 Par Value (4189.0)	Direct
2020-07-01	Restricted Stock Units	$	M	1800	Disposed		Common Stock, $.01 Par Value (1800.0)	Indirect

Footnotes

F1: The Reporting Person purchased 912 shares of the Issuer's common stock on December 31, 2019, through the Issuer's Employee Stock Purchase Plan.

F2: The Reporting Person's spouse purchased 951 shares of the Issuer's common stock on December 31, 2019, through the Issuer's Employee Stock Purchase Plan.

F3: The Reporting Person's spouse is also employed by the Issuer, purchases the Issuers's common stock through the Issuer's Employee Stock Purchase Plan, and is eligible to receive grants of restricted stock units and performance share units.

F4: 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.

F5: The Reporting Person's spouse purchased 2,224 shares of the Issuer's common stock on June 30, 2020, through the Issuer's Employee Stock Purchase Plan.

F6: 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.

F7: 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's spouse 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, 2019. 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, 2019. The vested shares will be issued to the Reporting Person's spouse on the vesting dates, at which time all restrictions on the vested shares will lapse.

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 on July 1, 2020. 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, 2020. The vested shares will be issued to the Reporting Person's spouse on the vesting dates, at which time all restrictions on the vested shares will lapse.

F12: 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.

F13: On July 1, 2020, the Compensation Committee of the Board of Directors of the Issuer determined that 9,364 shares of the Issuer's common stock had been earned by the Reporting Person's spouse 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's spouse 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.