SC 13G 1 swn0214.txt SCM SWN 13G UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Southwestern Energy Company (Name of Issuer) Common Stock (Title of Class of Securities) 845467109 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 845467109 1.Names of Reporting Persons. Sands Capital Management, LLC I.R.S. Identification Nos. of above persons (entities only). 20-2830751 2.Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3.SEC Use Only 4.Citizenship or Place of Organization Delaware, United States Number of Shares Beneficially Owned by Each Reporting Person With 5.Sole Voting Power 16,338,759 6.Shared Voting Power None 7.Sole Dispositive Power 21,660,444 8.Shared Dispositive Power None 9.Aggregate Amount Beneficially Owned by Each Reporting Person 21,660,444 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11.Percent of Class Represented by Amount in Row (9) 6.2% 12.Type of Reporting Person: IA Item 1(a). Name of Issuer: Southwestern Energy Company Item 1(b). Address of Issuer's Principal Executive Offices: 2350 North Sam Houston Parkway East Suite 125 Houston, TX 77032 United States Item 2(a). Name of Person Filing Sands Capital Management, LLC Item 2(b). Address of Principal Business Office or, if None, Residence 1101 Wilson Blvd. Suite 2300 Arlington, VA 22209 Item 2(c). Citizenship Delaware, United States Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 845467109 Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: (a) - Broker or dealer registered under Section 15 of the Act. (b) - Bank as defined in Section 3(a)(6) of the Act. (c) - Insurance company as defined in Section 3(a)(19) of the Act. (d) - Investment company registered under Section 8 of the Investment Company Act of 1940. (e) X An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) - An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) - A parent holding company or control person in accordance with 240.13d- 1(b)(1)(ii)(G); (h) - A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) - A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; (j) - Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4. Ownership: a. Amount beneficially owned: 21,660,444 b. Percent of Class: 6.2% c. Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 16,338,759 (ii) Shared power to vote or to direct the vote None (iii)Sole power to dispose or to direct the disposition of 21,660,444 (iv) Shared power to dispose or to direct the disposition None Item 5. Ownership of Five Percent or Less of a Class: Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: [ X ] Securities reported on this Schedule 13G are beneficially owned by clients of Sands Capital Management, LLC. Sands Capital Management, LLC clients may include investment companies registered under the Investment Company Act and/or employee benefit plans, pension funds, endowment funds or other institutional clients. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company of Control Person: Not applicable. Item 8. Identification and Classification of Members of the Group: Not applicable. Item 9. Notice of Dissolution of Group: Not applicable. Item 10.Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date February 12, 2014 By:/s/ Robert C. Hancock Robert C. Hancock Title: Chief Operating Officer & Chief Compliance Officer