SEC Form 4 · accession 0001209191-16-102133

QEP RESOURCES, INC. · QEP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Austin S. Murr

Officer — Senior VP

Period of report

Feb 22, 2016

Accepted (ET)

Feb 24, 2016 · 8:14 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001108827

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock	holding	—	—	—	103,720	D
Common Stock	holding	—	—	—	1,000	I	IRA
Common Stock	holding	—	—	—	3,204	I	Employee Investment Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Stock Units^F1,F2	$0.00	Feb 22, 2016	A	487	A	—	—	Phantom Stock Units	487	41,766	D
Phantom Stock Units^F3,F2	$0.00	Feb 22, 2016	M	6,574	D	—	—	Phantom Stock Units	6,574	35,192	D
Phantom Stock Units^F4	$0.00	holding	—	—	—	—	—	Phantom Stock Units	2,667	2,667	D
Stock Option	$23.98	holding	—	—	—	Mar 5, 2012	Mar 5, 2016	Common Stock	25,000	25,000	D
Stock Option	$27.55	holding	—	—	—	Mar 5, 2013	Mar 5, 2017	Common Stock	12,000	12,000	D
Stock Option	$39.07	holding	—	—	—	Mar 5, 2014	Feb 25, 2018	Common Stock	7,531	7,531	D
Stock Option	$30.90	holding	—	—	—	Mar 5, 2015	Feb 13, 2019	Common Stock	11,430	11,430	D
Stock Option^F5	$30.12	holding	—	—	—	—	Feb 13, 2020	Common Stock	11,967	11,967	D
Stock Option^F6	$31.74	holding	—	—	—	—	Feb 13, 2021	Common Stock	9,991	9,991	D
Stock Option^F7	$21.69	holding	—	—	—	—	Feb 12, 2022	Common Stock	19,686	19,686	D
Stock Option^F8	$10.12	holding	—	—	—	—	Feb 16, 2023	Common Stock	17,764	17,764	D

Explanation of responses

F1Represents the above-target earned portion of the phantom stock units (PSUs). In 2013, QEP granted 6,087 PSUs, which amount was equal to the cash amount to be received if target performance was achieved. Payout was made at 108 percent.
F2These PSUs are associated with QEP's Long Term Cash Incentive Plan for the performance period ended December 31, 2015.
F3In accordance with QEP's Cash Incentive Plan, the total represents PSUs on which payout was made in cash at 108 percent of target, including target PSUs granted in 2013 and above-target PSUs earned based on performance.
F4Phantom stock units will be payable in cash on the date of, or at a designated anniversary date following, the first to occur of the reporting person's (i) distribution election date which is not earlier than two years from the plan year (ii) separation from service from QEP (subject to 6-month delay if necessary to comply with IRC 409A), (iii) death or (iv) disability, pursuant to the QEP Resources, Inc. Deferred Compensation Wrap Plan. This total includes shares attributable to the 401(k) supplemental program of the Deferred Compensation Wrap Plan. Consequently, share totals may change without any visible activity.
F5The option vests in three annual installments beginning on March 5, 2014, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.
F6The option vests in three annual installments beginning on March 5, 2015, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.
F7The option vests in three annual installments beginning on March 5, 2016, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.
F8The option vests in three annual installments beginning on March 5, 2017, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.