SEC FORM 4

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^*

KORELL HAROLD M

(Last)

(First)

(Middle)

SUITE 125

2350 N. SAM HOUSTON PARKWAY EAST

(Street)

HOUSTON

77032

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUTHWESTERN ENERGY CO [ SWN ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2011

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)
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	11/08/2011		J⁽¹⁾	V	9,727	D	$0	70,969	I	by 2009 Family Limited Partnership (Ityme)
Common Stock	11/08/2011		J⁽¹⁾	V	9,727	A	$0	9,727	I	By Harold M. Korell Grat; Harold M. Korell Trustee
Common Stock	11/08/2011		J⁽¹⁾	V	9,727	D	$0	61,242	I	by 2009 Family Limited Partnership (Ityme)
Common Stock	11/08/2011		J⁽¹⁾	V	9,727	A	$0	9,727	I	By Pat M. Korell Grat; Harold M. Korell Trustee
Common Stock	11/09/2011		J⁽²⁾	V	516,920	D	$0	211,600	D
Common Stock	11/09/2011		J⁽²⁾	V	516,920	A	$0	1,355,614	I	by 2011 Family Limited Partnership (Peacetyme)
Common Stock	11/11/2011		J⁽³⁾	V	9,727	D	$0	0	I	By Harold M. Korell Grat; Harold M. Korell Trustee
Common Stock	11/11/2011		J⁽³⁾	V	9,727	A	$0	221,327	D
Common Stock	11/11/2011		J⁽³⁾	V	9,727	D	$0	0	I	By Pat M. Korell Grat; Harold M. Korell Trustee
Common Stock	11/11/2011		J⁽³⁾	V	9,727	A	$0	231,054	D
Common Stock	12/05/2011		J⁽⁴⁾	V	516,920	D	$0	838,694	I	by 2011 Family Limited Partnership (Peacetyme)
Common Stock	12/05/2011		J⁽⁴⁾	V	516,920	A	$0	516,920	I	by 2011 Family Limited Partnership (Keepsake)
Common Stock	12/08/2011		A⁽⁵⁾		2,210	A	$0	233,264	D
Common Stock								834,654	I	By Family Limited Partnership

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$36.87	12/08/2011⁽⁵⁾		A		4,450		12/08/2012⁽⁶⁾	12/08/2018	Common Stock	4,450	$0	4,450	D
Stock Options (Right to Buy)	$1.435							12/11/2003	12/11/2012	Common Stock	690,192		690,192	I	By 2011 Family Limited Partnership (Peacetyme)
Stock Options (Right to Buy)	$2.645							12/10/2004	12/10/2013	Common Stock	451,598		451,598	I	by 2011 Family Limited Partnership (Peacetyme)
Stock Options (Right to Buy)	$17.745							12/08/2006	12/08/2012	Common Stock	116,285		116,285	I	by 2011 Family Limited Partnership (Peacetyme)
Stock Options (Right to Buy)	$20.335							12/11/2007	12/11/2013	Common Stock	117,083		117,083	I	by 2011 Family Limited Partnership (Peacetyme)
Stock Options (Right to Buy)	$27.18							12/13/2008	12/13/2014	Common Stock	75,301		75,301	I	by 2011 Family Limited Partnership (Peacetyme)
Stock Options (Right to Buy)	$30.68							12/11/2009	12/11/2015	Common Stock	93,790		93,790	I	by 2011 Family Limited Partnership (Peacetyme)
Stock Options (Right to Buy)	$40.73							12/10/2010	12/10/2016	Common Stock	3,960		3,960	I	by 2011 Family Limited Partnership (Peacetyme)
Stock Options (Right to Buy)	$36.22							12/09/2011	12/09/2017	Common Stock	4,550		4,550	D

Explanation of Responses:

1. On November 8, 2011, 19,454 shares of stock were transferred out of the Family Limited Partnership ("FLP") into individual Grantor Retained Annuity Trust ("GRAT") accounts for the reporting person (the "HMK GRAT") and his wife (the "PMK GRAT"). Each of the individual GRAT account contains 9,727 shares of stock. The reporting person is the Trustee for the GRAT accounts, and has indirect beneficial ownership of the stock.

2. On November 9, 2011, the reporting person transferred 516,920 shares of Southwestern Energy Company stock into a Family Limited Partnership (the "2011 FLP Peacetyme"). The reporting person controls the general partner of the 2011 FLP Peacetyme and therefore, has indirect beneficial ownership of the transferred shares.

3. On November 11, 2011, 9,272 shares of stock held in the Grantor Retained Annuity Trust ("GRAT") for the reporting person (the "HMK GRAT") and 9,727 shares of stock held in the GRAT account for his spouse (the "PMK GRAT") were transferred out of the respective GRAT accounts and registered in the name of the reporting person and his spouse. Therefore, the reporting person now has direct beneficial ownership of the stock.

4. On December 5, 2011, the reporting person transferred 516,920 shares of Southwestern Energy Company stock into a Family Limited Partnership (the "2011 FLP Keepsake"). The reporting person controls the general partner of the 2011 FLP Keepsake and therefore, has indirect beneficial ownership of the transferred shares.

5. Restricted stock and nonqualified stock options granted in consideration of services as a director.

6. Nonqualified 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.

	/s/ Melissa D. McCarty, Attorney-in-Fact for Mr. Korell	12/12/2011
	** 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).
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