SEC Form 5 · accession 0001127602-17-005817

SOUTHWESTERN ENERGY CO · SWN

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

Reporting owner

William J Way

Officer — President and CEO

Period of report

Dec 31, 2016

Accepted (ET)

Feb 14, 2017 · 12:09 pm 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
Common Stock	Apr 1, 2016	J	175	$8.9081	A	308,859	D
Common Stock	Jul 1, 2016	J	121	$12.8218	A	308,980	D
Common Stock	Oct 1, 2016	J	118	$13.1879	A	309,098	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Depositary Shares (series B Mandatory Preferred Interest)^F4	—	holding	—	—	—	—	—	Common Stock	3,700	2,000	D
Stock Options (Right to Buy)^F5	$33.33	holding	—	—	—	Oct 3, 2012	Oct 3, 2018	Common Stock	95,983	95,983	D
Stock Options (Right to Buy)^F5	$36.87	holding	—	—	—	Dec 8, 2012	Dec 8, 2018	Common Stock	42,290	42,290	D
Stock Options (Right to Buy)^F5	$34.50	holding	—	—	—	Dec 6, 2013	Dec 6, 2019	Common Stock	51,550	51,550	D
Stock Options (Right to Buy)^F5	$38.97	holding	—	—	—	Dec 5, 2014	Dec 5, 2020	Common Stock	56,700	56,700	D
Stock Options (Right to Buy)^F5	$46.55	holding	—	—	—	May 6, 2015	May 6, 2021	Common Stock	21,495	21,495	D
Stock Options (Right to Buy)^F5	$30.59	holding	—	—	—	Dec 4, 2015	Dec 4, 2021	Common Stock	81,500	81,500	D
Stock Options (Right to Buy)^F5	$7.74	holding	—	—	—	Dec 4, 2016	Dec 4, 2022	Common Stock	238,420	238,420	D
Stock Options (Right to Buy)^F5	$8.60	holding	—	—	—	Jan 26, 2017	Jan 26, 2023	Common Stock	155,280	155,280	D

Explanation of responses

F1On March 16, 2016, the Issuer declared a quarterly dividend of $15.625 per share on its 6.25% Series B Mandatory Convertible Preferred Stock, payable on April 15, 2016, to holders of record on April 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%.
F2On June 14, 2016, the Issuer declared a quarterly dividend of $15.625 per share on its 6.25% Series B Mandatory Convertible Preferred Stock, payable on July 15, 2016, to holders of record on July 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%.
F3On 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%.
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.
F5Options 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.