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^*

STANLEY CHARLES B

(Last)

(First)

(Middle)

C/O QEP RESOURCES, INC.

1050 17TH STREET, SUITE 500

(Street)

DENVER

80265

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QEP RESOURCES, INC. [ QEP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2010

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, $0.01 par value⁽¹⁾	07/01/2010		A		100,520⁽²⁾	A	$0	213,905⁽³⁾	D
Common Stock, $0.01 par value								9,958.4912⁽⁴⁾	I	Employee Investment Plan

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)
Phantom Stock Units⁽⁵⁾	$0							⁽⁶⁾	⁽⁶⁾	Phantom Stock Units	29,729.6795		29,729.6795	D
Stock Option⁽⁷⁾	$27.837	07/01/2010		J		60,000		⁽⁸⁾	02/13/2015	Common Stock	60,000	$0	60,000	D
Stock Option⁽⁷⁾	$8.115	07/01/2010		J		172,000		07/31/2002	01/31/2012	Common Stock	172,000	$0	172,000	D
Stock Option⁽⁷⁾	$7.777	07/01/2010		J		112,000		08/11/2002	02/11/2012	Common Stock	112,000	$0	112,000	D
Stock Option⁽⁷⁾	$9.186	07/01/2010		J		150,000		08/11/2003	02/11/2013	Common Stock	150,000	$0	150,000	D
Stock Option⁽⁷⁾	$26.139	07/01/2010		J		200,000		⁽⁹⁾	10/24/2012	Common Stock	200,000	$0	200,000	D
Stocck Option⁽⁷⁾	$27.549	07/01/2010		J		62,000		⁽¹⁰⁾	03/05/2017	Common Stock	62,000	$0	62,000	D
Stock Option⁽⁷⁾	$23.977	07/01/2010		J		108,000		⁽¹¹⁾	03/05/2016	Common Stock	108,000	$0	108,000	D

Explanation of Responses:

1. On June 30, 2010 (the "Distribution Date"), Questar Corporation ("Questar") consummated the spin-off of its wholly owned subsidiary, QEP Resources, Inc. ("QEP"), by distributing all of the shares of QEP that it owned to Questar shareholders of record as of the close of business on June 18, 2010 (the "Record Date"). The distribution was made to Questar shareholders on a pro rata basis by means of a share dividend pursuant to which each shareholder received 1 share of QEP common stock for every 1 share of Questar common stock held by such shareholder. Each holder as of the Record Date of Questar restricted stock that remained outstanding immediately prior to the Distribution Date also participated in the dividend, and received 1 share of QEP restricted stock for every 1 share of Questar restricted stock held by such holder.

2. Includes 30,706 shares of restricted stock granted upon consummation of the spin-off, and 69,814 shares of restricted stock granted as a result of the conversion of certain cash awards granted to the reporting person under the Questar Long-Term Cash Incentive Plan to shares of QEP restricted stock in accordance with that certain Employee Matters Agreement dated June 14, 2010 between Questar and QEP (the "Employee Matters Agreement").

3. Includes 45,387 shares of common stock and 67,998 shares of restricted stock acquired as a result of the share dividend described in footnote (1) above.

4. Acquired as a result of the share dividend described in footnote (1) above.

5. In connection with the spin-off, each holder as of the Record Date of Questar phantom stock units that remained outstanding immediately prior to the Distribution Date received 1 share of QEP phantom stock unit for every 1 share of Questar phantom stock unit held by such holder. Each QEP phantom stock unit has the same vesting schedule as in effect for the corresponding Questar phantom stock unit.

6. Vested shares of phantom stock units will be payable in cash on the date of, or at a designated anniversary date following, the first to occur of the reporting person's (i) separation from service from QEP (subject to 6-month delay if necessary to comply with IRC 409A), (ii) death or (iii) disability, pursuant to the QEP Resources, Inc. Deferred Compensation Wrap Plan.

7. These options were originally granted to the reporting person by Questar. In connection with the spin-off, these options were split into options to acquire Questar common stock and QEP common stock in accordance with the Employee Matters Agreement.

8. The option vests in three annual installments which began on February 13, 2009.

9. The option vested on February 1, 2010.

10. The option vests in three annual installments beginning on March 5, 2011, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.

11. The option vests in three annual installments which began on March 5, 2010.

	/s/ Abigail L. Jones, Attorney-in-Fact	07/06/2010
	** Signature of Reporting Person	Date
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