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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) 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 X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 02/07/2013
	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	02/07/2013		M		150,000(1)	A	$9.19	558,780(2)	D
Common Stock	02/07/2013		F		87,921(3)	D	$29.57	470,859	D
Common Stock								12,278.3243(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$9.19	02/07/2013		M			150,000	08/11/2003	02/11/2013	Common Stock	150,000	$9.19	0	D
Phantom Stock Units	$0.00							(5)	(5)	Phantom Stock Units	53,038.6457		53,038.6457	D
Phantom Stock Units	$0.00							(6)	(6)	Phantom Stock Units	77,190		77,190	D
Stock Option	$39.07							(7)	02/25/2018	Common Stock	63,588		63,588	D
Stock Option	$30.9							(8)	02/13/2019	Common Stock	90,350		90,350	D
Stock Option	$27.84							02/13/2011	02/13/2015	Common Stock	60,000		60,000	D
Stock Option	$27.55							(9)	03/05/2017	Common Stock	62,000		62,000	D
Stock Option	$23.98							03/05/2012	03/05/2016	Common Stock	108,000		108,000	D

Explanation of Responses:

1. These shares were acquired by the exercise of an option that would have expired in February 2013. There was no open market purchase associated with this transaction.

2. Some of these shares are held in the CJ Trust of which I am a trustee.

3. My disposition of these shares was to pay the exercise price and applicable tax liability by delivering or withholding securities. There was no open market purchase associated with this transaction.

4. As of February 7, 2013 I have 12,278.3243 equivalent shares of stock in QEP's Employee Investment Plan. The number of equivalent shares will fluctuate as QEP's stock price changes; this fluctuation does not reflect any transactions that should be reported.

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. This total includes shares attributable to the 401(k) supplemental program of the Deferred Compensation Wrap Plan. Consequently, share totals may change without any visible activity.

6. These phantom stock units are associated with QEP's Long Term Cash Incentive Plan.

7. The option vests in three annual installments which began on March 5, 2012, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.

8. The option vests in three annual installments beginning on March 5, 2013, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.

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

Remarks:

	Abigail L. Jones, Attorney in Fact	02/08/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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