-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UTiAHpv6V8hz2aTitXvCK8Wq8MKldKyOS/7PFleGeg9ywzK8Q3oCROvB3qGBY9sh LhoaVmtSWVn2Dt8G3WhIMw== 0001181431-10-036340.txt : 20100706 0001181431-10-036340.hdr.sgml : 20100705 20100706141650 ACCESSION NUMBER: 0001181431-10-036340 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100701 FILED AS OF DATE: 20100706 DATE AS OF CHANGE: 20100706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STANLEY CHARLES B CENTRAL INDEX KEY: 0001178565 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34778 FILM NUMBER: 10938501 MAIL ADDRESS: STREET 1: 180 EAST 100 SOUTH CITY: SALT LAKE CITY STATE: UT ZIP: 84111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QEP RESOURCES, INC. CENTRAL INDEX KEY: 0001108827 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870287750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1050 17TH STREET, SUITE 500 CITY: DENVER STATE: CO ZIP: 80265 BUSINESS PHONE: 801-324-2600 MAIL ADDRESS: STREET 1: 1050 17TH STREET, SUITE 500 CITY: DENVER STATE: CO ZIP: 80265 FORMER COMPANY: FORMER CONFORMED NAME: QUESTAR MARKET RESOURCES INC DATE OF NAME CHANGE: 20000309 4 1 rrd280729.xml X0303 4 2010-07-01 0 0001108827 QEP RESOURCES, INC. QEP 0001178565 STANLEY CHARLES B C/O QEP RESOURCES, INC. 1050 17TH STREET, SUITE 500 DENVER CO 80265 1 1 0 0 President and CEO Common Stock, $0.01 par value 2010-07-01 4 A 0 100520 0 A 213905 D Common Stock, $0.01 par value 9958.4912 I Employee Investment Plan Phantom Stock Units 0 Phantom Stock Units 29729.6795 29729.6795 D Stock Option 27.837 2010-07-01 4 J 0 60000 0 A 2015-02-13 Common Stock 60000 60000 D Stock Option 8.115 2010-07-01 4 J 0 172000 0 A 2002-07-31 2012-01-31 Common Stock 172000 172000 D Stock Option 7.777 2010-07-01 4 J 0 112000 0 A 2002-08-11 2012-02-11 Common Stock 112000 112000 D Stock Option 9.186 2010-07-01 4 J 0 150000 0 A 2003-08-11 2013-02-11 Common Stock 150000 150000 D Stock Option 26.139 2010-07-01 4 J 0 200000 0 A 2012-10-24 Common Stock 200000 200000 D Stocck Option 27.549 2010-07-01 4 J 0 62000 0 A 2017-03-05 Common Stock 62000 62000 D Stock Option 23.977 2010-07-01 4 J 0 108000 0 A 2016-03-05 Common Stock 108000 108000 D On June 30, 2010 (the "Distribution Date"), Questar Corporation ("Questar") consummated the spin-off of its wholly owned subsidiary, QEP Resources, Inc. ("QEP"), by distributing all of the shares of QEP that it owned to Questar shareholders of record as of the close of business on June 18, 2010 (the "Record Date"). The distribution was made to Questar shareholders on a pro rata basis by means of a share dividend pursuant to which each shareholder received 1 share of QEP common stock for every 1 share of Questar common stock held by such shareholder. Each holder as of the Record Date of Questar restricted stock that remained outstanding immediately prior to the Distribution Date also participated in the dividend, and received 1 share of QEP restricted stock for every 1 share of Questar restricted stock held by such holder. Includes 30,706 shares of restricted stock granted upon consummation of the spin-off, and 69,814 shares of restricted stock granted as a result of the conversion of certain cash awards granted to the reporting person under the Questar Long-Term Cash Incentive Plan to shares of QEP restricted stock in accordance with that certain Employee Matters Agreement dated June 14, 2010 between Questar and QEP (the "Employee Matters Agreement"). Includes 45,387 shares of common stock and 67,998 shares of restricted stock acquired as a result of the share dividend described in footnote (1) above. Acquired as a result of the share dividend described in footnote (1) above. In connection with the spin-off, each holder as of the Record Date of Questar phantom stock units that remained outstanding immediately prior to the Distribution Date received 1 share of QEP phantom stock unit for every 1 share of Questar phantom stock unit held by such holder. Each QEP phantom stock unit has the same vesting schedule as in effect for the corresponding Questar phantom stock unit. Vested shares of 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) separation from service from QEP (subject to 6-month delay if necessary to comply with IRC 409A), (ii) death or (iii) disability, pursuant to the QEP Resources, Inc. Deferred Compensation Wrap Plan. These options were originally granted to the reporting person by Questar. In connection with the spin-off, these options were split into options to acquire Questar common stock and QEP common stock in accordance with the Employee Matters Agreement. The option vests in three annual installments which began on February 13, 2009. The option vested on February 1, 2010. The option vests in three annual installments beginning on March 5, 2011, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement. The option vests in three annual installments which began on March 5, 2010. /s/ Abigail L. Jones, Attorney-in-Fact 2010-07-06 -----END PRIVACY-ENHANCED MESSAGE-----