| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SOUTHWESTERN ENERGY CO [ SWN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/10/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/10/2009 | M | 5,635 | A | $17.745 | 1,130,071 | D | |||
| Common Stock | 12/10/2009(1) | A | 11,110 | A | $0 | 1,141,181 | D | |||
| Common Stock | 12/14/2009 | J(2) | 188.9834 | A | $34.4719 | 25,183.2622 | I | By 401(k) Plan | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Options (Right to Buy) | $17.745 | 12/10/2009 | M | 5,635 | 12/08/2006 | 12/08/2012 | Common Stock | 5,635 | $0 | 41,785 | D | ||||
| Stock Options (Right to Buy) | $40.73 | 12/10/2009(1) | A | 21,870 | 12/10/2010(3) | 12/10/2016 | Common Stock | 21,870 | $0 | 21,870 | D | ||||
| Stock Options (Right to Buy) | $0.93 | 12/14/2001 | 12/14/2010 | Common Stock | 155,984 | 155,984 | D | ||||||||
| Stock Options (Right to Buy) | $1.435 | 12/11/2003 | 12/11/2012 | Common Stock | 152,076 | 152,076 | D | ||||||||
| Stock Options (Right to Buy) | $2.645 | 12/10/2004 | 12/10/2013 | Common Stock | 216,718 | 216,718 | D | ||||||||
| Stock Options (Right to Buy) | $6.225 | 12/09/2005 | 12/09/2011 | Common Stock | 102,656 | 102,656 | D | ||||||||
| Stock Options (Right to Buy) | $20.335 | 12/11/2007 | 12/11/2013 | Common Stock | 43,700 | 43,700 | D | ||||||||
| Stock Options (Right to Buy) | $27.18 | 12/13/2008 | 12/13/2014 | Common Stock | 43,880 | 43,880 | D | ||||||||
| Stock Options (Right to Buy) | $30.68 | 12/11/2009 | 12/11/2015 | Common Stock | 31,610 | 31,610 | D | ||||||||
| Phantom Stock | (4) | (5) | (5) | Common Stock | 51,589.7264(6) | 51,589.7264 | D | ||||||||
| Explanation of Responses: |
| 1. Restricted stock and incentive stock options granted in consideration of services as an officer. |
| 2. Purchased through the Company's 401(k) plan from November 14, 2008, through December 14, 2009. The information in this report is based on a plan statement dated as of December 14, 2009. |
| 3. Incentive 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. |
| 4. Each share of phantom stock represents the right to receive the economic equivalent of one share of Southwestern Energy Company common stock. |
| 5. Shares of phantom stock are payable in cash following termination of the reporting person's employment with Southwestern Energy Company. The reporting person may transfer his phantom stock account into an alternative investment account at any time. |
| 6. The phantom stock is currently held in the Southwestern Energy Company Nonqualified Retirement Plan (the "NQ Plan") investment fund. |
| /s/ Melissa D. McCarty, Attorney-in-fact for Mr. Kerley | 12/14/2009 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||