Sec Form 4 Filing - Redman Joseph T @ QEP RESOURCES, INC. - 2021-03-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Redman Joseph T 2. Issuer Name and Ticker or Trading Symbol QEP RESOURCES, INC. [ QEP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP Energy (Last) (First) (Middle) 1050 17TH STREET, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 03/17/2021 (Street) DENVER, CO80265 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/17/2021 D 347,906 ( 1 ) D 0 D Common Stock 03/17/2021 D 8,688 D 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Phantom Stock Units ( 4 ) 03/17/2021 D 399,245 ( 4 ) ( 4 ) ( 4 ) Common Stock 399,245 ( 4 ) ( 4 ) 0 D Stock Option $ 7.52 03/17/2021 D 9,203 ( 6 ) 09/01/2024 Common Stock 9,203 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Redman Joseph T 1050 17TH STREET, SUITE 800 DENVER, CO80265 VP Energy Signatures /s/ Joseph T. Redman 03/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount includes 186,529 shares of common stock of QEP Resources, Inc. ("QEP") subject to restricted stock awards. ( 2 )Diamondback Energy, Inc. ("Diamondback"), Bohemia Merger Sub Inc., a wholly owned subsidiary of Diamondback ("Merger Sub"), and QEP, Merger Sub merged with and into QEP (the "Merger") with QEP surviving the Merger as a wholly-owned subsidiary of Diamondback. Pursuant to the Merger Agreement, each share of QEP common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (subject to certain exceptions) was converted into the right to receive 0.05 shares of Diamondback common stock (the "Exchange Ratio"). ( 3 )Pursuant to the Merger Agreement, at the Effective Time, any shares of QEP common stock subject to restricted stock awards were converted into a number of time-based restricted shares of Diamondback common stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of QEP common stock subject to such award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio. ( 4 )Pursuant to the Merger Agreement, at the Effective Time, each unvested award of performance share units denominated in shares of QEP common stock that was outstanding immediately prior to the Effective Time was converted into time-based restricted stock units in respect of that number of shares of Diamondback common stock (rounded to the nearest whole share) equal to the product of (i) the number of shares of QEP common stock subject to such award immediately prior to the Effective Time that would have been earned under the applicable terms of such award based upon the higher of (A) 100% of the target level of performance and (B) actual performance through the closing date (as determined by the compensation committee of QEP's board of directors) multiplied by (ii) the Exchange Ratio. ( 5 )Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of QEP common stock that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled without any payment or other consideration required to be made in respect thereof. ( 6 )The option vested in three annual installments beginning on September 5, 2018, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.

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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