SEC FORM 4

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^*

Stubblefield Joe Alan

(Last)

(First)

(Middle)

SUITE 125

2350 N. SAM HOUSTON PARKWAY EAST

(Street)

HOUSTON

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)
	Sr. Vice Pres. of Subsidiary

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/16/2008		A⁽¹⁾	V	14	A	$0⁽¹⁾	110,280⁽²⁾	D
Common Stock	12/11/2008		A		4,240	A	$0⁽³⁾	114,520	D
Common Stock	12/15/2008		M		3,762	A	$17.745	118,282	D
Common Stock	12/15/2008		M		1,636	A	$20.335	119,918	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$30.68	12/11/2008		A		14,050		12/11/2009⁽⁴⁾	12/11/2015	Common Stock	14,050	$0⁽³⁾	14,050	D
Stock Options (Right to Buy)	$17.745	12/15/2008		M			3,762	12/08/2006	12/08/2012	Common Stock	3,762⁽⁵⁾	$0	1,002	D
Stock Options (Right to Buy)	$20.335	12/15/2008		M			1,636	12/11/2007	12/11/2013	Common Stock	1,636⁽⁶⁾	$0	22,084	D
Stock Options (Right to Buy)	$27.18							12/13/2008	12/13/2014	Common Stock	16,680⁽⁷⁾		16,680	D

Explanation of Responses:

1. Employee service award for 10 years of service with the Company.

2. Adjustments have been made to the amount of securities beneficially owned to reflect the two-for-one stock split on March 25, 2008.

3. Restricted stock and incentive stock options granted in consideration of services as an officer.

4. 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.

5. This option was previously reported as covering 2,382 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.

6. This option was previously reported as covering 11,860 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.

7. This option was previously reported as covering 8,340 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. Stubblefield	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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