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Form 4 QEP RESOURCES, INC. For: Feb 22 Filed by: STANLEY CHARLES B

February 24, 2016 8:04 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
STANLEY CHARLES B

(Last) (First) (Middle)
1050 17TH STREET
SUITE 800

(Street)
DENVER CO 80265

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
QEP RESOURCES, INC. [ QEP ]
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
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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               776,976 (1) D  
Common Stock               17,855.037 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 02/22/2016   A   4,073 (2)     (3)   (3) Phantom Stock Units 4,073 $ 0 417,433 D  
Phantom Stock Units $ 0 02/22/2016   M     54,981 (4)   (3)   (3) Phantom Stock Units 54,981 $ 0 362,452 D  
Phantom Stock Units $ 0               (5)   (5) Phantom Stock Units 53,605.1882   53,605.1882 D  
Stock Option $ 39.07             03/05/2014 02/25/2018 Common Stock 63,588   63,588 D  
Stock Option $ 30.9             03/05/2015 02/13/2019 Common Stock 90,350   90,350 D  
Stock Option $ 30.12               (6) 02/13/2020 Common Stock 100,088   100,088 D  
Stock Option $ 31.74               (7) 02/13/2021 Common Stock 87,194   87,194 D  
Stock Option $ 21.69               (8) 02/12/2022 Common Stock 125,985   125,985 D  
Stock Option $ 10.12               (9) 02/16/2023 Common Stock 142,106   142,106 D  
Stock Option $ 27.55             03/05/2013 03/05/2017 Common Stock 62,000   62,000 D  
Stock Option $ 23.98             03/05/2012 03/05/2016 Common Stock 108,000   108,000 D  
Explanation of Responses:
1. Some of these shares are held in the CJ Trust of which I am a trustee.
2. Represents the above-target earned portion of the phantom stock units (PSUs). In 2013, QEP granted 50,908 PSUs, which amount was equal to the cash amount to be received if target performance was achieved. Payout was made at 108 percent.
3. These units are associated with QEP's Cash Incentive Plan for the performance period ended December 31, 2015.
4. In accordance with QEP's Cash Incentive Plan, the total represents PSUs on which payout was made in cash at 108 percent of target, including target PSUs granted in 2013 and above-target PSUs earned based on performance.
5. 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.
6. The option vests in three annual installments beginning on March 5, 2014, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.
7. The option vests in three annual installments beginning on March 5, 2015, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.
8. 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.
9. 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.
/s/ Dane E. Allen, Attorney in Fact 02/24/2016
** Signature of Reporting Person Date
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.


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