Sec Form 4 Filing - Doleshek Richard J @ QEP RESOURCES, INC. - 2017-03-06

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Doleshek Richard J 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) EVP, CFO (Last) (First) (Middle) 1050 17TH STREET, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2017 (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 03/06/2017 F 27,177 ( 1 ) D $ 13.86 292,039 D Common Stock 3,651.494 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 $ 0 ( 2 ) ( 2 ) Phantom Stock Units 7,147.0385 7,147.0385 D Phantom Stock Units $ 0 ( 3 ) ( 3 ) Phantom Stock Units 217,958 217,958 D Stock Option $ 39.07 03/05/2014 02/25/2018 Common Stock 30,958 30,958 D Stock Option $ 30.9 03/05/2015 02/13/2019 Common Stock 43,542 43,542 D Stock Option $ 30.12 03/05/2016 02/13/2020 Common Stock 48,956 48,956 D Stock Option $ 31.74 03/05/2017 02/13/2021 Common Stock 42,871 42,871 D Stock Option $ 21.69 ( 4 ) 02/12/2022 Common Stock 61,943 61,943 D Stock Option $ 10.12 ( 5 ) 02/16/2023 Common Stock 69,869 69,869 D Stock Option $ 16.98 ( 6 ) 02/13/2024 Common Stock 65,739 65,739 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Doleshek Richard J 1050 17TH STREET SUITE 800 DENVER, CO80265 EVP, CFO Signatures \s\Dane E. Allen, Attorney in Fact 03/08/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )I received a distribution of formerly restricted shares of stock and made an advance election to satisfy my tax payment obligations by withholding shares. ( 2 )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. This total includes shares attributable to the 401(k) supplemental program of the Deferred Compensation Wrap Plan. Consequently, share totals may change without any visible activity. ( 3 )These phantom units are associated with QEP's Cash Incentive Plan. ( 4 )The option vests in three annual installments beginning on March 5, 2016, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement. ( 5 )The option vests in three annual installments beginning on March 5, 2017, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement. ( 6 )The option vests in three annual installments beginning on March 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).

** 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.