SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Whitcomb David J.

(Last) (First) (Middle)
1775 SHERMAN STREET, SUITE 1200

(Street)
DENVER CO 80203

(City) (State) (Zip)
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)
VP - Marketing
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2020
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock, $.01 Par Value 06/30/2020 J(1) V 2,224 A $3.19 67,639 D
Common Stock, $.01 Par Value 07/01/2020 M 1,513 A (2) 69,152 D
Common Stock, $.01 Par Value 07/01/2020 F 439 D $3.75 68,713 D
Common Stock, $.01 Par Value 07/01/2020 M 1,557 A (3) 70,270 D
Common Stock, $.01 Par Value 07/01/2020 F 452 D $3.75 69,818 D
Common Stock, $.01 Par Value 07/01/2020 M 2,456 A (4) 72,274 D
Common Stock, $.01 Par Value 07/01/2020 F 712 D $3.75 71,562 D
Common Stock, $.01 Par Value 07/01/2020 M 12,769 A (5) 84,331 D
Common Stock, $.01 Par Value 07/01/2020 F 3,701 D $3.75 80,630 D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 07/01/2020 M 1,513 (2) (2) Common Stock, $.01 Par Value 1,513 (2) 0 D
Restricted Stock Units (3) 07/01/2020 M 1,557 (3) (3) Common Stock, $.01 Par Value 1,557 (3) 1,557 D
Restricted Stock Units (4) 07/01/2020 M 2,456 (4) (4) Common Stock, $.01 Par Value 2,456 (4) 4,913 D
Explanation of Responses:
1. The Reporting Person purchased 2,224 shares of the Issuer's common stock on June 30, 2020, through the Issuer's Employee Stock Purchase Plan.
2. Each restricted stock unit represented a contingent right to receive one share of stock. The restricted stock unit grant vested in three equal annual installments beginning on July 1, 2018. The vested shares were issued to the Reporting Person on the vesting dates, at which time all restrictions on the vested shares lapsed.
3. 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, 2019. 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.
4. 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, 2020. 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.
5. On July 1, 2020, the Compensation Committee of the Board of Directors of the Issuer determined that 12,769 shares of the Issuer's common stock had been earned by the Reporting Person under the terms of a grant of performance share units ("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, 2017, 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 were fully vested on July 1, 2020.
Remarks:
Andrew T. Fiske (Attorney-in-Fact) 07/06/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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