Sec Form 4 Filing - KERLEY GREGORY D @ SOUTHWESTERN ENERGY CO - 2012-09-26

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 KERLEY GREGORY D 2. Issuer Name and Ticker or Trading Symbol SOUTHWESTERN ENERGY CO [ SWN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President & CFO (Last) (First) (Middle) SUITE 125, 2350 N. SAM HOUSTON PARKWAY EAST 3. Date of Earliest Transaction (MM/DD/YY) 09/26/2012 (Street) HOUSTON, TX77032 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 09/26/2012 J( 1 ) 165,000 A $ 0 165,000 I by Charitable Remainder Trust #2; Greg D. Kerley, Trustee Common Stock 09/26/2012 J 165,000 D $ 0 953,744 I by Greg D. Kerley and Beth C. Kerley Joint Revocable Trust Common Stock 09/26/2012 J( 2 ) 165,000 A $ 0 165,000 I by Charitable Remainder Trust #3; Greg D. Kerley, Trustee Common Stock 09/26/2012 J 165,000 D $ 0 788,744 I by Greg D. Kerley and Beth C. Kerley Joint Revocable Trust Common Stock 09/26/2012 S 15,250 D $ 33.3121 ( 3 ) 149,750 I by Charitable Remainder Trust #2; Greg D. Kerley, Trustee Common Stock 09/26/2012 S 15,250 D $ 33.312 ( 3 ) 149,750 I by Charitable Remainder Trust #3; Greg D. Kerley, Trustee Common Stock 09/26/2012 M 216,718 A $ 2.6425 1,005,462 I by Greg D. Kerley and Beth C. Kerley Joint Revocable Trust Common Stock 09/26/2012 S 216,718 D $ 33.2982 ( 4 ) 788,744 I by Greg D. Kerley and Beth C. Kerley Joint Revocable Trust Common Stock 09/27/2012 G( 5 ) V 150,000 A $ 0 150,000 I by KEH Irrevocable Trust; Greg D. Kerley, Grantor Common Stock 09/27/2012 G( 5 ) V 150,000 D $ 0 638,744 I by Greg D. Kerley and Beth C. Kerley Joint Revocable Trust Common Stock 09/27/2012 G( 6 ) V 150,000 A $ 0 151,475 I By PAK Irrevocable Trust; Greg D. Kerley, Grantor Common Stock 09/27/2012 G( 6 ) V 150,000 D $ 0 488,744 I by Greg D. Kerley and Beth C. Kerley Joint Revocable Trust Common Stock 86,828 D Common Stock 25,720.2535 I By 401(k) Plan Common Stock 1,994 I By JGH Irrevocable Trust; Greg D. Kerley, Grantor Common Stock 1,475 I By TMH Irrevocable Trust; Greg D. Kerley, Grantor

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 Stock Options (Right to Buy) $ 2.645 09/26/2012 M 216,718 12/10/2004 12/10/2013 Common Stock 216,718 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KERLEY GREGORY D SUITE 125 2350 N. SAM HOUSTON PARKWAY EAST HOUSTON, TX77032 X Executive Vice President & CFO Signatures /s/ Melissa D. McCarty, Attorney-in-fact for Mr. Kerley 09/28/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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.

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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