Sec Form 4 Filing - RATTIE KEITH O @ QEP RESOURCES, INC. - 2014-02-12

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 RATTIE KEITH O 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1050 17TH STREET, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 02/12/2014 (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 02/12/2014 C 34,421 A $ 31.67 427,247 ( 1 ) D Common Stock 2,542 I IRA

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 Restricted Stock Unit $ 0 02/12/2014 C 34,421.2954 07/01/2013 ( 2 ) Common Stock ( 2 ) 34,421.2954 $ 31.67 0 ( 3 ) D Phantom Stock Units $ 0 ( 4 ) ( 4 ) Phantom Stock Units 11,521.566 11,521.566 D Stock Option $ 23.98 06/30/2010 03/05/2016 Common Stock 147,174 147,174 D Stock Option $ 27.84 06/30/2010 02/13/2015 Common Stock 80,000 80,000 D Stock Option $ 36.48 06/30/2010 02/12/2016 Common Stock 30,000 30,000 D Stock Option $ 27.55 06/30/2010 03/05/2017 Common Stock 125,000 125,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RATTIE KEITH O 1050 17TH STREET, SUITE 500 DENVER, CO80265 X Signatures /s/ Abigail L. Jones, Attorney in Fact 02/14/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The total number of shares includes shares received from the conversion of restricted stock units to common stock as a result of my retirement from Issuer's Board of Directors. ( 2 )These do not expire. ( 3 )These restricted stock units were converted to common stock, with fractional units paid in cash, as a result of my retirement from the Issuer's Board of Directors. ( 4 )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.

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).

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