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*
RATTIE KEITH O

(Last) (First) (Middle)
1050 17TH STREET, SUITE 500

(Street)
DENVER CO 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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2012
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 09/17/2012 M 25,000 (1) A $9.19 427,715 D
Common Stock 09/17/2012 S 25,000 (2) D $33.0705 402,715 D
Common Stock 09/17/2012 M 50,000 (3) A $26.14 452,715 D
Common Stock 09/17/2012 F 43,883 (4) D $32.91 408,832 D
Common Stock 09/18/2012 M 25,000 (1) A $9.19 433,832 D
Common Stock 09/18/2012 S 25,000 (2) D $32.6603 408,832 D
Common Stock 09/19/2012 M 25,000 (1) A $9.19 433,832 D
Common Stock 09/19/2012 S 25,000 (2) D $32.3078 408,832 D
Common Stock 2,542 I IRA
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
Stock Option $9.19 09/17/2012 M 25,000 08/11/2003 02/11/2013 Common Stock 25,000 $9.19 275,000 D
Stock Option $9.19 09/18/2012 M 25,000 08/11/2003 02/11/2013 Common Stock 25,000 $9.19 250,000 D
Stock Option $9.19 09/19/2012 M 25,000 08/11/2003 02/11/2013 Common Stock 25,000 $9.19 225,000 D
Stock Option $26.14 09/17/2012 M 50,000 06/30/2010 10/24/2012 Common Stock 50,000 $26.14 150,000 D
Phantom Stock Units $0.00 (5) (5) Phantom Stock Units 5,675.6573 5,675.6573 D
Restricted Stock Unit $0.00 (6) (6) Common Stock 185.9852 34,304.9852 D
Stock Option $23.98 06/30/2010 03/05/2016 Common Stock 147,174 147,174 D
Stock Option $27.84 06/30/2010 02/13/2015 Common Stock 80,000 80,000 D
Stock Option $36.48 06/30/2010 02/12/2016 Common Stock 30,000 30,000 D
Stock Option $27.55 06/30/2010 03/05/2017 Common Stock 125,000 125,000 D
Explanation of Responses:
1. These shares were acquired by the exercise of an option that would have expired in February 2013.
2. My disposition of these shares was pursuant to a 10b5-1 plan. The shares were acquired by the exercise of an option that that would have expired in February 2013.
3. These shares were acquired by the exercise of an option that would have expired in October 2012.
4. My disposition of these shares was to pay the exercise price and applicable tax liability by delivering or withholding securities.
5. 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) distribution election date which is not earlier than two years from the plan year (ii) separation from service from QEP (subject to 6-month delay if necessary to comply with IRC 409A), (iii) death or (iv) disability, pursuant to the QEP Resources, Inc. Deferred Compensation Wrap Plan.
6. The restricted stock units vest in three equal annual installments which began on July 1, 2011, subject to accelerated vesting upon the occurence of certain events as set forth in the award agreement.
Remarks:
Abigail L. Jones, Attorney in Fact 09/19/2012
** 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).
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