Edgar Filing: SM Energy Co

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Lutey Mary Ellen

2. Issuer Name and Ticker or Trading Symbol
SM Energy Co [SM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr. VP & Regional Manager

(Last)

(First)

(Middle)

1775 SHERMAN STREET, SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2015

(Street)

DENVER, CO 80203

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock; $.01 Par Value	12/31/2014		J⁽¹⁾	V	99	A	$ 32.793	15,350 ⁽²⁾	D
Common Stock; $.01 Par Value	12/31/2014		J⁽³⁾	V	98	A	$ 32.793	9,666 ⁽²⁾	I ⁽⁴⁾	By husband
Common Stock; $.01 Par Value	06/30/2015		J⁽⁵⁾	V	446	A	$ 32.793	15,796	D
Common Stock; $.01 Par Value	06/30/2015		J⁽⁶⁾	V	448	A	$ 32.793	10,114	I ⁽⁴⁾	By husband
Common Stock; $.01 Par Value	07/01/2015		M		374	A	⁽⁷⁾	16,170	D
Common Stock; $.01 Par Value	07/01/2015		F		122	D	$ 46.12	16,048	D
Common Stock; $.01 Par Value	07/01/2015		M		298	A	⁽⁷⁾	10,412	I ⁽⁴⁾	By husband
Common Stock; $.01 Par Value	07/01/2015		F		98	D	$ 46.12	10,314	I ⁽⁴⁾	By husband
Common Stock; $.01 Par Value	07/01/2015		M		486	A	⁽⁸⁾	16,534	D
Common Stock; $.01 Par Value	07/01/2015		F		159	D	$ 46.12	16,375	D
Common Stock; $.01 Par Value	07/01/2015		M		278	A	⁽⁸⁾	10,592	I ⁽⁴⁾	By husband
Common Stock; $.01 Par Value	07/01/2015		F		91	D	$ 46.12	10,501	I ⁽⁴⁾	By husband
Common Stock; $.01 Par Value	07/01/2015		M		371	A	⁽⁹⁾	16,746	D
Common Stock; $.01 Par Value	07/01/2015		F		121	D	$ 46.12	16,625	D
Common Stock; $.01 Par Value	07/01/2015		M		198	A	⁽⁹⁾	10,699	I ⁽⁴⁾	By husband
Common Stock; $.01 Par Value	07/01/2015		F		65	D	$ 46.12	10,634	I ⁽⁴⁾	By husband
Common Stock; $.01 Par Value	07/02/2015		M		3,174	A	⁽¹⁰⁾	19,799	D
Common Stock; $.01 Par Value	07/02/2015		F		1,035	D	$ 46.12	18,764	D
Common Stock; $.01 Par Value	07/02/2015		M		2,525	A	⁽¹¹⁾	13,159	I ⁽⁴⁾	By husband
Common Stock; $.01 Par Value	07/02/2015		F		825	D	$ 46.12	12,334	I ⁽⁴⁾	By husband

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽⁷⁾

07/01/2015

374

⁽⁷⁾

Common Stock; $.01 Par Value

374

⁽⁷⁾

Restricted Stock Units

⁽⁷⁾

07/01/2015

298

⁽⁷⁾

Common Stock; $.01 Par Value

298

⁽⁷⁾

I ⁽⁴⁾

By husband

Restricted Stock Units

⁽⁸⁾

07/01/2015

486

⁽⁸⁾

Common Stock; $.01 Par Value

486

⁽⁸⁾

487

Restricted Stock Units

⁽⁸⁾

07/01/2015

278

⁽⁸⁾

Common Stock; $.01 Par Value

278

⁽⁸⁾

279

I ⁽⁴⁾

By husband

Restricted Stock Units

⁽⁹⁾

07/01/2015

371

⁽⁹⁾

Common Stock; $.01 Par Value

371

⁽⁹⁾

744

Restricted Stock Units

⁽⁹⁾

07/01/2015

198

⁽⁹⁾

Common Stock; $.01 Par Value

198

⁽⁹⁾

397

I ⁽⁴⁾

By husband

Performance Share Units

⁽¹⁰⁾

07/01/2015

3,174

⁽¹⁰⁾

Common Stock; $.01 Par Value

3,174

⁽¹⁰⁾

3,174

Performance Share Units

⁽¹⁰⁾

07/02/2015

3,174

⁽¹⁰⁾

Common Stock; $.01 Par Value

3,174

⁽¹⁰⁾

Performance Share Units

⁽¹¹⁾

07/02/2015

2,525

⁽¹¹⁾

Common Stock; $.01 Par Value

2,525

⁽¹¹⁾

2,525

I ⁽⁴⁾

By husband

Performance Share Units

⁽¹¹⁾

07/02/2015

2,525

⁽¹¹⁾

Common Stock; $.01 Par Value

2,525

⁽¹¹⁾

I ⁽⁴⁾

By husband

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Lutey Mary Ellen 1775 SHERMAN STREET SUITE 1200 DENVER, CO 80203			Sr. VP & Regional Manager

Signatures

Karin M. Writer (Attorney-In-Fact)		07/06/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reporting person purchased 99 shares of the issuer's common stock on December 31, 2014, through the issuer's Employee Stock Purchase Plan.
(2)	Ms. and Mr. Lutey's beneficially owned securities were previously reported in combined totals. This Form 4 reports their beneficially owned securities separately.
(3)	The reporting person's husband purchased 98 shares of the issuer's common stock on December 31, 2014, through the issuer's Employee Stock Purchase Plan.
(4)	The 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.
(5)	The reporting person purchased 446 shares of the issuer's common stock on June 30, 2015, through the issuer's Employee Stock Purchase Plan.
(6)	The reporting person's husband purchased 448 shares of the issuer's common stock on June 30, 2015, through the issuer's Employee Stock Purchase Plan.
(7)	Each 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, 2013. The vested shares were issued to the reporting person on the vesting dates, at which time all restrictions on the vested shares lapsed.
(8)	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, 2014. 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.
(9)	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 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.
(10)	On July 1, 2015, the Compensation Committee of the Board of Directors of the issuer determined that 3,174 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, 2012, 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 in three equal annual installments beginning on July 1, 2013.
(11)	On July 1, 2015, the Compensation Committee of the Board of Directors of the issuer determined that 2,525 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, 2012, 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 in three equal annual installments beginning on July 1, 2013.

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