SEC Form 5 · accession 0001127602-17-005677

SOUTHWESTERN ENERGY CO · SWN

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

Reporting owner

Gregory D Kerley

Director

Period of report

Dec 31, 2016

Accepted (ET)

Feb 14, 2017 · 9:42 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000007332

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Oct 1, 2016	J	2,369	$13.1879	A	304,870	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options (Right to Buy)^F2	$36.22	holding	—	—	—	Dec 9, 2011	Dec 9, 2017	Common Stock	23,134	23,134	D
Stock Options (Right to Buy)^F2	$36.87	holding	—	—	—	Dec 8, 2012	Dec 8, 2018	Common Stock	29,270	29,270	D
Stock Options (Right to Buy)^F3	$34.50	holding	—	—	—	Dec 6, 2013	Dec 6, 2019	Common Stock	4,870	4,870	D
Stock Options (Right to Buy)^F3	$38.97	holding	—	—	—	Dec 5, 2014	Dec 5, 2020	Common Stock	4,682	4,682	D
Stock Options (Right to Buy)^F3	$30.59	holding	—	—	—	Dec 4, 2015	Dec 4, 2021	Common Stock	5,965	5,965	D
Stock Options (Right to Buy)^F3	$7.74	holding	—	—	—	Dec 4, 2016	Dec 4, 2022	Common Stock	18,170	18,170	D
Depositary Shares (series B Mandatory Preferred Interest)^F4	—	holding	—	—	—	—	—	Common Stock	74,004	40,000	D

Explanation of responses

F1On September 21, 2016, the Issuer declared a quarterly dividend of $15.625 per share on its 6.25% Series B Mandatory Convertible Preferred Stock, payable on October 17, 2016, to holders of record on October 1, 2016. The dividend was paid in shares of common stock based on the Volume Weighted Average Price per share over the five consecutive trading day period ending on the second trading day immediately preceding the applicable dividend payment day, multiplied by 97%.
F2Incentive stock options become exercisable in three equal installments beginning on the first anniversary of the grant date specified in Column 3 or immediately upon death, disability, retirement at age 65, or a change in control.
F3Nonqualified stock options become exercisable in three equal installments beginning on the first anniversary of the grant date specified in Column 3 or immediately upon death, disability, retirement at age 65 with required years of service, or a change in control.
F4Each Depositary Share represents a 1/20th interest in a share of the Issuer's 6.25% Series B Mandatory Convertible Preferred Stock, $0.01 par value per share (the "Series B Preferred Stock"). At any time prior to January 15, 2018, a holder of 20 Depositary Shares may cause the conversion of one share of the Series B Preferred Stock into a number of shares of the Issuer's Common Stock equal to the minimum conversion rate of 37.0028, subject to adjustments for certain fundamental changes (as defined). Thus, each Depositary Share will convert into 1.85014 shares of Common Stock, subject to adjustment. On approximately January 15, 2018, the Depositary Shares mandatorily convert to Common Stock at a conversion rate ranging from 1.85014 to 2.1739 shares of Common Stock per Depositary Share (or a Series B Preferred Stock to Common Stock conversion rate ranging from 37.0028 to 43.4782 shares), subject to adjustment.