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) 05/31/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 06/01/2011 |
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 | 05/13/2011 | J(1) | V | 838,694 | D | $0 | 600,744 | D | ||
Common Stock | 05/13/2011 | J(1) | V | 838,694 | A | $0 | 838,694 | I | by 2011 Family Limited Partnership | |
Common Stock | 05/31/2011 | M | 37,013 | A | $1.205 | 637,757 | D | |||
Common Stock | 05/31/2011 | M | 50,000 | A | $6.225 | 687,757 | D | |||
Common Stock | 05/31/2011 | S | 87,013 | D | $43.1038(2) | 600,744 | D(3) | |||
Common Stock | 80,696 | I | by 2009 Family Limited Partnership | |||||||
Common Stock | 858,254 | I | By Family Limited Partnership |
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) | $1.205 | 05/31/2011 | M | 37,013 | 12/20/2002 | 12/20/2011 | Common Stock | 37,013 | $0 | 0 | D | ||||
Stock Options (Right to Buy) | $6.225 | 05/31/2011 | M | 50,000 | 12/09/2005 | 12/09/2011 | Common Stock | 50,000 | $0 | 227,776 | D |
Explanation of Responses: |
1. On May 13, 2011, the reporting person transferred 838,694 shares of Southwestern Energy Company stock into a Family Limited Partnership (the "2011 FLP"). The reporting person controls the general partner of the 2011 FLP and therefore, has indirect beneficial ownership of the transferred shares. |
2. This transaction was executed in multiple trades at prices ranging from $43.00 to $43.2201. The price reported above in Column 4 reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon written request, to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected. |
3. This Form 4/A is being filed to correct an error on the Form 4 filed May 31, 2011, and to supply additional disclosure regarding the direct ownership of the reporting person reported in Column 5. The Form 4 filed May 31, 2011, did not include 838,694 shares of Southwestern Energy Company stock transferred to the 2011 FLP on May 13, 2011. As stated in Footnote 1 above, the reporting person now has indirect beneficial ownership of the 838,694 transferred shares. |
/s/ Melissa D. McCarty, Attorney-in-Fact for Mr. Korell | 07/14/2011 | |
** 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). | ||
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. |