William J Way Form 5 SOUTHWESTERN ENERGY / William J Way ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Way William J

(Last) (First) (Middle)

10000 ENERGY DRIVE

(Street)

SPRING TX 77389

(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)
President and CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	04/01/2016		J(1)	175	A	$8.9081	308,859	D
Common Stock	07/01/2016		J(2)	121	A	$12.8218	308,980	D
Common Stock	10/01/2016		J(3)	118	A	$13.1879	309,098	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Depositary Shares (series B Mandatory Preferred Interest)	(4)						(4)	(4)	Common Stock	3,700.2		2,000	D
Stock Options (Right to Buy)	$33.33						10/03/2012(5)	10/03/2018	Common Stock	95,983		95,983	D
Stock Options (Right to Buy)	$36.87						12/08/2012(5)	12/08/2018	Common Stock	42,290		42,290	D
Stock Options (Right to Buy)	$34.5						12/06/2013(5)	12/06/2019	Common Stock	51,550		51,550	D
Stock Options (Right to Buy)	$38.97						12/05/2014(5)	12/05/2020	Common Stock	56,700		56,700	D
Stock Options (Right to Buy)	$46.55						05/06/2015(5)	05/06/2021	Common Stock	21,495		21,495	D
Stock Options (Right to Buy)	$30.59						12/04/2015(5)	12/04/2021	Common Stock	81,500		81,500	D
Stock Options (Right to Buy)	$7.74						12/04/2016(5)	12/04/2022	Common Stock	238,420		238,420	D
Stock Options (Right to Buy)	$8.6						01/26/2017(5)	01/26/2023	Common Stock	155,280		155,280	D

Explanation of Responses:

1. On March 16, 2016, the Issuer declared a quarterly dividend of $15.625 per share on its 6.25% Series B Mandatory Convertible Preferred Stock, payable on April 15, 2016, to holders of record on April 1, 2016. The dividend was paid in shares of common stock based on the Volume Weighted Average Price per share over the five consecutive trading day period ending on the second trading day immediately preceding the applicable dividend payment day, multiplied by 97%.

2. On June 14, 2016, the Issuer declared a quarterly dividend of $15.625 per share on its 6.25% Series B Mandatory Convertible Preferred Stock, payable on July 15, 2016, to holders of record on July 1, 2016. The dividend was paid in shares of common stock based on the Volume Weighted Average Price per share over the five consecutive trading day period ending on the second trading day immediately preceding the applicable dividend payment day, multiplied by 97%.

3. On September 21, 2016, the Issuer declared a quarterly dividend of $15.625 per share on its 6.25% Series B Mandatory Convertible Preferred Stock, payable on October 17, 2016, to holders of record on October 1, 2016. The dividend was paid in shares of common stock based on the Volume Weighted Average Price per share over the five consecutive trading day period ending on the second trading day immediately preceding the applicable dividend payment day, multiplied by 97%.

4. Each Depositary Share represents a 1/20th interest in a share of the Issuer's 6.25% Series B Mandatory Convertible Preferred Stock, $0.01 par value per share (the "Series B Preferred Stock"). At any time prior to January 15, 2018, a holder of 20 Depositary Shares may cause the conversion of one share of the Series B Preferred Stock into a number of shares of the Issuer's Common Stock equal to the minimum conversion rate of 37.0028, subject to adjustments for certain fundamental changes (as defined). Thus, each Depositary Share will convert into 1.85014 shares of Common Stock, subject to adjustment. On approximately January 15, 2018, the Depositary Shares mandatorily convert to Common Stock at a conversion rate ranging from 1.85014 to 2.1739 shares of Common Stock per Depositary Share (or a Series B Preferred Stock to Common Stock conversion rate ranging from 37.0028 to 43.4782 shares), subject to adjustment.

5. 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 with required years of service, or a change in control.

	Melissa D. McCarty, Attorney-in-Fact for Mr. Way	02/14/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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