SEC Form 4
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*
KERLEY GREGORY D
(Last) (First) (Middle)
SUITE 125
2350 N. SAM HOUSTON PARKWAY EAST
(Street)
HOUSTON TX 77032
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SOUTHWESTERN ENERGY CO [ SWN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President & CFO
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2008
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 12/11/2008 A 9,530 A $0(1) 1,124,436 D
Common Stock 24,994.2788 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 (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
Stock Options (Right to Buy) $30.68 12/11/2008 A 31,610 12/11/2009(2) 12/11/2015 Common Stock 31,610 $0(1) 31,610 D
Phantom Stock (3) (4) (4) Common Stock 51,589.7264(5) 51,589.7264 D
Stock Options (Right to Buy) $0.93 12/14/2001 12/14/2010 Common Stock 155,984(6) 155,984 D
Stock Options (Right to Buy) $1.435 12/11/2003 12/11/2012 Common Stock 152,076 152,076 D
Stock Options (Right to Buy) $2.645 12/10/2004 12/10/2013 Common Stock 216,718(7) 216,718 D
Stock Options (Right to Buy) $6.225 12/09/2005 12/09/2011 Common Stock 102,656 102,656 D
Stock Options (Right to Buy) $17.745 12/08/2006 12/08/2012 Common Stock 47,420(8) 47,420 D
Stock Options (Right to Buy) $20.335 12/11/2007 12/11/2013 Common Stock 43,700(9) 43,700 D
Stock Options (Right to Buy) $27.18 12/13/2008 12/13/2014 Common Stock 43,880(10) 43,880 D
Explanation of Responses:
1. Restricted stock and incentive stock options granted in consideration of services as an officer.
2. Incentive stock options become exercisable in three equal installments beginning on the first anniversary of the grant date specified in Column 3 or immediately upon death, disability, retirement at age 65, or a change in control.
3. Each share of phantom stock represents the right to receive the economic equivalent of one share of Southwestern Energy Company common stock.
4. Shares of phantom stock are payable in cash following termination of the reporting person's employment with Southwestern Energy Company. The reporting person may transfer his phantom stock account into an alternative investment account at any time.
5. The phantom stock is currently held in the Southwestern Energy Company Nonqualified Retirement Plan (the "NQ Plan") investment fund, and has been adjusted to reflect the two-for-one stock split on March 25, 2008.
6. This option was previously reported as covering 77,992 incentive stock options at an exercise price of $1.8594 per share, and has been adjusted as a result of a two-for-one stock split on March 25, 2008.
7. This option was previously reported as covering 108,359 incentive stock options at an exercise price of $5.285 per share, and has been adjusted as a result of a two-for-one stock split on March 25, 2008.
8. This option was previously reported as covering 23,710 incentive stock options at an exercise price of $35.49 per share, and has been adjusted as a result of a two-for-one stock split on March 25, 2008.
9. This option was previously reported as covering 21,850 incentive stock options at an exercise price of $40.67 per share, and has been adjusted as a result of a two-for-one stock split on March 25, 2008.
10. This option was previously reported as covering 21,940 incentive stock options at an exercise price of $54.36 per share, and has been adjusted as a result of a two-for-one stock split on March 25, 2008.
/s/ Melissa D. McCarty, Attorney-in-fact for Mr. Kerley 12/15/2008
** 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).
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