Sec Form 4 Filing - Smart Steven P. @ Approach Resources Inc - 2013-12-31

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 Smart Steven P. 2. Issuer Name and Ticker or Trading Symbol Approach Resources Inc [ AREX] 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) ONE RIDGMAR CENTRE, 6500 WEST FREEWAY, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2013 (Street) FORT WORTH, TX76116 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 12/31/2013 F 6,933 ( 1 ) D $ 19.3 325,141 D Common Stock 12/31/2013 D 80,697 ( 2 ) D $ 0 244,444 D

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 Units ( 3 ) 12/31/2013 A 43,257 ( 4 ) ( 4 ) Common Stock 43,257 $ 0 43,257 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smart Steven P. ONE RIDGMAR CENTRE 6500 WEST FREEWAY, SUITE 800 FORT WORTH, TX76116 EVP & CFO Signatures /s/ J. Curtis Henderson, as attorney-in-fact 01/03/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents tax liability on December 31, 2013, by surrendering 6,399 previously owned shares incident to the vesting of securities under Restricted Stock Award Agreement dated August 6, 2010, between the Reporting Person and the Issuer. ( 2 )Unvested shares that were forfeited in connection with the previously-announced retirement. ( 3 )Restricted stock unit granted pursuant to Executive Grant and Separation Agreement dated December 31, 2013. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock plus certain rights to dividends declared on the Issuer's common stock. ( 4 )The restricted stock units vest on December 31, 2014, and the shares of the Issuer's common stock underlying the restricted stock units will be delivered to the Reporting Person on December 31, 2014.

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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