SEC Form 4 · accession 0000893538-16-000175

SM Energy Co · SM

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

Reporting owner

Mary Ellen Lutey

Officer — Sr. VP & Regional Manager

Period of report

Jul 1, 2016

Accepted (ET)

Jul 6, 2016 · 6:38 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000893538

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock; $.01 Par Value	Dec 31, 2015	J	178	$16.711	A	18,942	D
Common Stock; $.01 Par Value^F3	Dec 31, 2015	J	176	$16.711	A	12,510	I	By husband
Common Stock; $.01 Par Value	Jun 30, 2016	J	436	$16.711	A	19,378	D
Common Stock; $.01 Par Value^F3	Jun 30, 2016	J	444	$16.711	A	12,954	I	By husband
Common Stock; $.01 Par Value^F6	Jul 1, 2016	M	487	—	A	19,865	D
Common Stock; $.01 Par Value	Jul 1, 2016	F	134	$27.00	D	19,731	D
Common Stock; $.01 Par Value^F7,F3	Jul 1, 2016	M	279	—	A	13,233	I	By husband
Common Stock; $.01 Par Value^F3	Jul 1, 2016	F	77	$27.00	D	13,156	I	By husband
Common Stock; $.01 Par Value^F8	Jul 1, 2016	M	372	—	A	20,103	D
Common Stock; $.01 Par Value	Jul 1, 2016	F	102	$27.00	D	20,001	D
Common Stock; $.01 Par Value^F9,F3	Jul 1, 2016	M	198	—	A	13,354	I	By husband
Common Stock; $.01 Par Value^F3	Jul 1, 2016	F	55	$27.00	D	13,299	I	By husband
Common Stock; $.01 Par Value^F10	Jul 1, 2016	M	743	—	A	20,744	D
Common Stock; $.01 Par Value	Jul 1, 2016	F	204	$27.00	D	20,540	D
Common Stock; $.01 Par Value^F11,F3	Jul 1, 2016	M	381	—	A	13,680	I	By husband
Common Stock; $.01 Par Value^F3	Jul 1, 2016	F	105	$27.00	D	13,575	I	By husband
Common Stock; $.01 Par Value^F12	Jul 1, 2016	M	819	—	A	21,359	D
Common Stock; $.01 Par Value	Jul 1, 2016	F	224	$27.00	D	21,135	D
Common Stock; $.01 Par Value^F13,F3	Jul 1, 2016	M	468	—	A	14,043	I	By husband
Common Stock; $.01 Par Value^F3	Jul 1, 2016	F	128	$27.00	D	13,915	I	By husband

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F6	—	Jul 1, 2016	M	487	D	—	—	Common Stock; $.01 Par Value	487	0	D
Restricted Stock Units^F6,F3	—	Jul 1, 2016	M	279	D	—	—	Common Stock; $.01 Par Value	279	0	I
Restricted Stock Units^F8	—	Jul 1, 2016	M	372	D	—	—	Common Stock; $.01 Par Value	372	372	D
Restricted Stock Units^F8,F3	—	Jul 1, 2016	M	198	D	—	—	Common Stock; $.01 Par Value	198	199	I
Restricted Stock Units^F10	—	Jul 1, 2016	M	743	D	—	—	Common Stock; $.01 Par Value	743	1,487	D
Restricted Stock Units^F10,F3	—	Jul 1, 2016	M	381	D	—	—	Common Stock; $.01 Par Value	381	763	I

Explanation of responses

F1The reporting person purchased 178 shares of the issuer's common stock on December 31, 2015, through the issuer's Employee Stock Purchase Plan.
F10Each 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 July 1, 2016. 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.
F11Each 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, 2016. The vested shares were issued to the reporting person's husband on the vesting dates, at which time all restrictions on the vested shares lapsed.
F12On July 1, 2016, the Compensation Committee of the Board of Directors of the issuer determined that 819 shares of the issuer's common stock had been earned by the reporting person under the terms of a grant of performance share units (the "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, 2013, 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 vested on July 1, 2016.
F13On July 1, 2016, the Compensation Committee of the Board of Directors of the issuer determined that 468 shares of the issuer's common stock had been earned by the reporting person's husband under the terms of a grant of performance share units (the "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, 2013, 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 vested on July 1, 2016.
F2The reporting person's husband purchased 176 shares of the issuer's common stock on December 31, 2015, through the issuer's Employee Stock Purchase Plan.
F3The reporting person's husband is also employed by the issuer, purchases the issuers's common stock through the issuer's Employee Stock Purchase Plan, and receives grants of restricted stock units and performance share awards.
F4The reporting person purchased 436 shares of the issuer's common stock on June 30, 2016, through the issuer's Employee Stock Purchase Plan.
F5The reporting person's husband purchased 444 shares of the issuer's common stock on June 30, 2016, through the issuer's Employee Stock Purchase Plan.
F6Each restricted stock unit represents a contingent right to receive one share of stock. The restricted stock unit grant vested in three equal annual installments beginning on July 1, 2014. The vested shares were issued to the reporting person on the vesting dates, at which time all restrictions on the vested shares lapsed.
F7Each restricted stock unit represents a contingent right to receive one share of stock. The restricted stock unit grant vested in three equal annual installments beginning on July 1, 2014. The vested shares were issued to the reporting person's husband on the vesting dates, at which time all restrictions on the vested shares lapsed.
F8Each 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, 2015. 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.
F9Each 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, 2015. The vested shares were issued to the reporting person's husband on the vesting dates, at which time all restrictions on the vested shares lapsed.