Sec Form 4 Filing - Way William J @ SOUTHWESTERN ENERGY CO - 2020-02-26

Insider filing report for Changes in Beneficial Ownership
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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
Way William J
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)
President and CEO
(Last) (First) (Middle)
10000 ENERGY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2020
(Street)
SPRING, TX77389
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 02/26/2020 M 200,895 A $ 0 ( 1 ) 972,257 D
Common Stock 02/26/2020 F 48,918 D $ 1.41 923,339 D
Common Stock 02/27/2020 M 193,810 A $ 0 ( 1 ) 1,117,149 D
Common Stock 02/27/2020 F 47,193 D $ 1.3 1,069,956 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 Unit ( 1 ) 02/26/2020 M 200,895 ( 2 ) ( 2 ) Common Stock 200,895 $ 0 602,685 D
Restricted Stock Unit $ 0 ( 1 ) 02/27/2020 M 193,810 ( 3 ) ( 3 ) Common Stock 193,810 $ 0 387,620 D
Restricted Stock Unit ( 4 ) 02/26/2020 A 1,863,500 ( 4 ) ( 4 ) Common Stock 1,863,500 $ 0 1,863,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Way William J
10000 ENERGY DRIVE
SPRING, TX77389
X President and CEO
Signatures
Melissa D. McCarty, Attorney-in-Fact for Mr. Way 02/28/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Restricted Stock Unit ("RSU") has the economic equivalent of one share of Southwestern Energy Company ("SWN") common stock. The RSUs vesting on February 26, 2020 and February 27, 2020 were settled in common stock based on the closing price of SWN common stock on the vesting date.
( 2 )On February 26, 2019, the reporting person was granted RSUs, vesting in four equal installments beginning on the first anniversary of the grant date, or immediately upon death, disability, retirement at age 65 with the required years of service, or a change in control. Vesting RSUs will be settled in shares of SWN common stock, cash, or a combination of shares of SWN common stock and cash.
( 3 )On February 27, 2018, the reporting person was granted 300,490 RSUs, vesting in four equal installments beginning on the first anniversary of the grant date, or immediately upon death, disability, retirement at age 65 with required years of service, or a change in control. Vesting RSUs will be settled in shares of SWN common stock, cash, or a combination of shares of SWN common stock and cash.
( 4 )On February 26, 2020, the reporting person was granted restricted stock units, vesting in four equal installments beginning on the first anniversary of the grant date, or immediately upon death, disability, retirement at age 65 with required years of service, or a change in control.Each restricted stock unit that vests will entitle the holder to receive, payable in common stock or cash at the Compensation Committee's option, a value based on an adjusted stock price, calculated as the sum of (1) the closing stock price on the date of grant and (2) 50 percent of the difference between (a) the closing stock price on the date of vesting and (b) the closing stock price on the date of grant. If paid in stock, in no event will the number of shares of common stock delivered to the Participant exceed the number of restricted stock units granted to the participant.

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