Integrated Core Strategies SC 13G/A Qep Resources, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(AMENDMENT NO. 1)

QEP RESOURCES, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

74733V100

(CUSIP Number)

DECEMBER 31, 2017

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

CUSIP No. 74733V100 SCHEDULE 13G Page 2 of  17

1	NAMES OF REPORTING PERSONS    Integrated Core Strategies (US) LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)  o  (b)  þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER  -0-
	6	SHARED VOTING POWER  300,000
	7	SOLE DISPOSITIVE POWER  -0-
	8	SHARED DISPOSITIVE POWER  300,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  300,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  0.1%
12	TYPE OF REPORTING PERSON  OO

CUSIP No. 74733V100 SCHEDULE 13G Page 3 of  17

1	NAMES OF REPORTING PERSONS    Integrated Assets II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)  o  (b)  þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER  -0-
	6	SHARED VOTING POWER  1,056,721
	7	SOLE DISPOSITIVE POWER  -0-
	8	SHARED DISPOSITIVE POWER  1,056,721

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  1,056,721
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  0.4%
12	TYPE OF REPORTING PERSON  OO

CUSIP No. 74733V100 SCHEDULE 13G Page 4 of  17

1	NAMES OF REPORTING PERSONS    Cognizant Holdings, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)  o  (b)  þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER  -0-
	6	SHARED VOTING POWER  2,899,381
	7	SOLE DISPOSITIVE POWER  -0-
	8	SHARED DISPOSITIVE POWER  2,899,381

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  2,899,381
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  1.2%
12	TYPE OF REPORTING PERSON  CO

CUSIP No. 74733V100 SCHEDULE 13G Page 5 of  17

1	NAMES OF REPORTING PERSONS    Integrated Assets, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)  o  (b)  þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER  -0-
	6	SHARED VOTING POWER  228,099
	7	SOLE DISPOSITIVE POWER  -0-
	8	SHARED DISPOSITIVE POWER  228,099

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  228,099
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  0.1%
12	TYPE OF REPORTING PERSON  CO

CUSIP No. 74733V100 SCHEDULE 13G Page 6 of  17

1	NAMES OF REPORTING PERSONS    ICS Opportunities, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)  o  (b)  þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER  -0-
	6	SHARED VOTING POWER  3,584
	7	SOLE DISPOSITIVE POWER  -0-
	8	SHARED DISPOSITIVE POWER  3,584

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  3,584
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  0.0%
12	TYPE OF REPORTING PERSON  CO

CUSIP No. 74733V100 SCHEDULE 13G Page 7 of  17

1	NAMES OF REPORTING PERSONS    Millennium International Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)  o  (b)  þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER  -0-
	6	SHARED VOTING POWER  3,131,064
	7	SOLE DISPOSITIVE POWER  -0-
	8	SHARED DISPOSITIVE POWER  3,131,064

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  3,131,064
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  1.3%
12	TYPE OF REPORTING PERSON  PN

CUSIP No. 74733V100 SCHEDULE 13G Page 8 of  17

1	NAMES OF REPORTING PERSONS    Millennium Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)  o  (b)  þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER  -0-
	6	SHARED VOTING POWER  4,487,785
	7	SOLE DISPOSITIVE POWER  -0-
	8	SHARED DISPOSITIVE POWER  4,487,785

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  4,487,785
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  1.9%
12	TYPE OF REPORTING PERSON  OO

CUSIP No. 74733V100 SCHEDULE 13G Page 9 of  17

1	NAMES OF REPORTING PERSONS    Millennium Group Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)  o  (b)  þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER  -0-
	6	SHARED VOTING POWER  4,487,785
	7	SOLE DISPOSITIVE POWER  -0-
	8	SHARED DISPOSITIVE POWER  4,487,785

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  4,487,785
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  1.9%
12	TYPE OF REPORTING PERSON  OO

CUSIP No. 74733V100 SCHEDULE 13G Page 10 of  17

1	NAMES OF REPORTING PERSONS    Israel A. Englander
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)  o  (b)  þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER  -0-
	6	SHARED VOTING POWER  4,487,785
	7	SOLE DISPOSITIVE POWER  -0-
	8	SHARED DISPOSITIVE POWER  4,487,785

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  4,487,785
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  1.9%
12	TYPE OF REPORTING PERSON  IN

CUSIP No. 74733V100  SCHEDULE 13G Page 11 of  17

 

Item 1.
	(a)	Name of Issuer:
		QEP Resources, Inc., a Delaware corporation (the "Issuer").
	(b)	Address of Issuer’s Principal Executive Offices:
		1050 17th Street, Suite 800 Denver, Colorado 80265
Item 2.	(a)	Name of Person Filing:
	(b)	Address of Principal Business Office:
	(c)	Citizenship:
		Integrated Core Strategies (US) LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware
		Integrated Assets II LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware
		Cognizant Holdings, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands
		Integrated Assets, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands
		ICS Opportunities, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands
		Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware
		Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware
		Millennium Group Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware
		Israel A. Englander c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: United States
	(d)	Title of Class of Securities:
		common stock, par value $0.01 per share ("Common Stock")
	(e)	CUSIP Number:
		74733V100

CUSIP No. 74733V100 SCHEDULE 13G Page 12 of  17

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

CUSIP No. 74733V100  SCHEDULE 13G Page 13 of  17

(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	o	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 (15 U.S.C. 80a-3);
(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

   Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned

   As of the close of business on January 18, 2018:

   i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 300,000 shares of the Issuer’s Common Stock as it held listed options to purchase 300,000 shares of the Issuer’s Common Stock;

   ii) Integrated Assets II LLC, a Delaware limited liability company ("Integrated Assets II"), beneficially owned 1,056,721 shares of the Issuer’s Common Stock;

   iii) Cognizant Holdings, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("Cognizant Holdings"), beneficially owned 2,899,381 shares of the Issuer’s Common Stock;

   iv) Integrated Assets, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("Integrated Assets"), beneficially owned 228,099 shares of the Issuer’s Common Stock; and

   v) ICS Opportunities, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 3,584 shares of the Issuer’s Common Stock.

   Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to Cognizant Holdings, Integrated Assets and ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings, Integrated Assets and ICS Opportunities.

   Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and Integrated Assets II and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Integrated Assets II. Millennium Management is also the general partner of the 100% shareholder of Cognizant Holdings, Integrated Assets and ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings, Integrated Assets and ICS Opportunities.

   Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Integrated Assets II. Millennium Group Management is also the general partner of Millennium International Management and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings, Integrated Assets and ICS Opportunities.

   Israel A. Englander, a United States citizen ("Mr. Englander"), controls the managing member of Millennium Group Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, Integrated Assets II, Cognizant Holdings, Integrated Assets and ICS Opportunities.

   The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, Integrated Assets II, Cognizant Holdings, Integrated Assets or ICS Opportunities, as the case may be.

(b) Percent of Class:   

   As of the close of business on January 18, 2018, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 4,487,785 shares of the Issuer’s Common Stock or 1.9% of the Issuer’s Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 240,935,039 shares of Common Stock outstanding as of September 30, 2017, as per the Issuer’s Form 10-Q dated October 25, 2017.

CUSIP No. 74733V100  SCHEDULE 13G Page 14 of  17

 (c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

   -0-

(ii) Shared power to vote or to direct the vote

   4,487,785 (See Item 4(b))

 (iii) Sole power to dispose or to direct the disposition of

   -0-

(iv) Shared power to dispose or to direct the disposition of

   4,487,785 (See Item 4(b))

Item 5. Ownership of Five Percent or Less of a Class

   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the followingþ.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

    Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

    Not applicable.

Item 8. Identification and Classification of Members of the Group

    See Exhibit I.

Item 9. Notice of Dissolution of Group

    Not applicable.

Item 10. Certification 

   By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above 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.

CUSIP No. 74733V100 SCHEDULE 13G Page 15 of  17

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of January 18, 2018, by and among Integrated Core Strategies (US) LLC, Integrated Assets II LLC, Cognizant Holdings, Ltd., Integrated Assets, Ltd., ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.

CUSIP No.	74733V100	SCHEDULE 13G	Page	16	of	17
		SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: January 18, 2018

INTEGRATED CORE STRATEGIES (US) LLC

By: Integrated Holding Group LP,
       its Managing Member

By: Millennium Management LLC,
       its General Partner

By: /s/ David Nolan

Name: David Nolan
Title:  Vice Chairman

INTEGRATED ASSETS II LLC

By: Integrated Holding Group LP,
       its Managing Member

By: Millennium Management LLC,
       its General Partner

By: /s/ David Nolan

Name: David Nolan
Title:  Vice Chairman

COGNIZANT HOLDINGS, LTD.

By: Millennium International Management LP,
       its Investment Manager

By: /s/David Nolan

Name: David Nolan
Title:  Vice Chairman

INTEGRATED ASSETS, LTD.

By: Millennium International Management LP,
       its Investment Manager

By: /s/David Nolan

Name: David Nolan
Title:  Vice Chairman

ICS OPPORTUNITIES, LTD.

By: Millennium International Management LP,
       its Investment Manager

By: /s/David Nolan

Name: David Nolan
Title:  Vice Chairman

MILLENNIUM INTERNATIONAL MANAGEMENT LP

By: /s/David Nolan

Name: David Nolan
Title:  Vice Chairman

MILLENNIUM MANAGEMENT LLC

By: /s/David Nolan

Name: David Nolan
Title:  Vice Chairman

MILLENNIUM GROUP MANAGEMENT LLC

By: /s/David Nolan

Name: David Nolan
Title:  Vice Chairman

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander