Sec Form 4 Filing - Lauck Lance @ PDC ENERGY, INC. - 2017-01-17

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 Lauck Lance 2. Issuer Name and Ticker or Trading Symbol PDC ENERGY, INC. [ PDCE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP Corp Dev & Strategy (Last) (First) (Middle) 1775 SHERMAN STREET, SUITE 3000 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2017 (Street) DENVER, CO80203 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 01/17/2017 M 9,640 A 91,620 D Common Stock 01/17/2017 F 4,491 ( 2 ) D $ 74.57 87,129 D Common Stock 01/17/2017 A 8,916 ( 3 ) A $ 0 96,045 D Common Stock 2,483 I By 401(k) 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 Performance Share Rights ( 1 ) 01/17/2017 M 4,820 ( 1 ) 12/31/2016 Common Stock 4,820 ( 1 ) 0 D Stock Appreciation Rights $ 74.57 01/17/2017 A 8,599 ( 4 ) 01/17/2027 Common Stock 8,599 $ 0 8,599 D Performance Share Units ( 5 ) 01/17/2017 A 4,458 ( 5 ) 12/31/2019 Common Stock 4,458 $ 0 4,458 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lauck Lance 1775 SHERMAN STREET, SUITE 3000 DENVER, CO80203 EVP Corp Dev & Strategy Signatures /s/Lance A. Lauck 01/19/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance share/right represented a contingent right to receive shares of PDC Energy, Inc. (the "Company") common stock upon achievement of specified minimum thresholds of total shareholder return (TSR) compared to certain peers measured in December of 2016, as described in the related grant agreement. Shares granted represented a 200% payout on previously awarded performance shares/rights. ( 2 )Represents shares of common stock surrendered to issuer to cover tax withholding obligation of the reporting person upon vesting of shares of Company common stock. ( 3 )The restricted stock units vest in three pro rata installments on December 28, 2017, December 28, 2018, and January 17, 2020. ( 4 )The Stock Appreciation Rights ("SARs") become exercisable in three pro rata installments on December 28, 2017, December 28, 2018, and January 17, 2020. The reporting person also holds additional previously awarded SARs subject to different vesting, exercise price and other criteria. ( 5 )Each performance share unit represents a contingent right to receive 0-200% of that number in shares of Company common stock. The amount reported represents the "target" number. The performance shares units vest upon continued employment and achievement of specified thresholds of total shareholder return (TSR) compared to certain peers, as measured on December of 2019 and as described in the related grant agreement. Participant also holds additional previously awarded performance shares/rights and performance share units, all subject to different future vesting and performance criteria.

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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