X0306 4 2012-09-26 0000007332 SOUTHWESTERN ENERGY CO SWN 0001103813 KERLEY GREGORY D SUITE 125 2350 N. SAM HOUSTON PARKWAY EAST HOUSTON TX 77032 1 1 Executive Vice President & CFO Common Stock 2012-09-26 4 J 0 165000 0 A 165000 I by Charitable Remainder Trust #2; Greg D. Kerley, Trustee Common Stock 2012-09-26 4 J 0 165000 0 D 953744 I by Greg D. Kerley and Beth C. Kerley Joint Revocable Trust Common Stock 2012-09-26 4 J 0 165000 0 A 165000 I by Charitable Remainder Trust #3; Greg D. Kerley, Trustee Common Stock 2012-09-26 4 J 0 165000 0 D 788744 I by Greg D. Kerley and Beth C. Kerley Joint Revocable Trust Common Stock 2012-09-26 4 S 0 15250 33.3121 D 149750 I by Charitable Remainder Trust #2; Greg D. Kerley, Trustee Common Stock 2012-09-26 4 S 0 15250 33.312 D 149750 I by Charitable Remainder Trust #3; Greg D. Kerley, Trustee Common Stock 2012-09-26 4 M 0 216718 2.6425 A 1005462 I by Greg D. Kerley and Beth C. Kerley Joint Revocable Trust Common Stock 2012-09-26 4 S 0 216718 33.2982 D 788744 I by Greg D. Kerley and Beth C. Kerley Joint Revocable Trust Common Stock 2012-09-27 5 G 0 E 150000 0 A 150000 I by KEH Irrevocable Trust; Greg D. Kerley, Grantor Common Stock 2012-09-27 5 G 0 E 150000 0 D 638744 I by Greg D. Kerley and Beth C. Kerley Joint Revocable Trust Common Stock 2012-09-27 5 G 0 E 150000 0 A 151475 I By PAK Irrevocable Trust; Greg D. Kerley, Grantor Common Stock 2012-09-27 5 G 0 E 150000 0 D 488744 I by Greg D. Kerley and Beth C. Kerley Joint Revocable Trust Common Stock 86828 D Common Stock 25720.2535 I By 401(k) Plan Common Stock 1994 I By JGH Irrevocable Trust; Greg D. Kerley, Grantor Common Stock 1475 I By TMH Irrevocable Trust; Greg D. Kerley, Grantor Stock Options (Right to Buy) 2.645 2012-09-26 4 M 0 216718 0 D 2004-12-10 2013-12-10 Common Stock 216718 0 D On September 26, 2012, the reporting person transferred 165,000 shares of Southwestern Energy Company stock into the Kerley Charitable Remainder Trust #2 ("Kerley CRT #2"). The reporting person is the Trustee of the Kerley CRT #2 and will retain indirect beneficial ownership of the shares. On September 26, 2012, the reporting person transferred 165,000 shares of Southwestern Energy Company stock into the Kerley Charitable Remainder Trust #3 ("Kerley CRT #3"). The reporting person is the Trustee of the Kerley CRT #2 and will retain indirect beneficial ownership of the shares. This transaction was executed in multiple trades at prices ranging from $33.06 to $33.665. 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. This transaction was executed in multiple trades at prices ranging from $33.07 to $33.67. 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. On September 27, 2012, the reporting person gifted shares of Southwestern Energy Company stock to the Katie E. Henson Irrevocable Trust (the "KEH Irrevocable Trust"). The reporting person is the Grantor of the KEH Trust and will retain indirect beneficial ownership of the gifted shares. On September 27, 2012, the reporting person gifted shares of Southwestern Energy Company stock to the Paige A. Kerley Irrevocable Trust (the "PAK Irrevocable Trust"). The reporting person is the Grantor of the PAK Trust and will retain indirect beneficial ownership of the gifted shares. /s/ Melissa D. McCarty, Attorney-in-fact for Mr. Kerley 2012-09-28