Edgar Filing: KERLEY GREGORY D

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KERLEY GREGORY D

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)
Executive Vice President & CFO

(Last)

(First)

(Middle)

SUITE 125, 2350 N. SAM HOUSTON PARKWAY EAST

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2008

(Street)

HOUSTON, TX 77032

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	12/11/2008		A		9,530	A	$ 0 ⁽¹⁾	1,124,436	D
Common Stock								24,994.2788	I	By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to Buy)

$ 30.68

12/11/2008

31,610

12/11/2009⁽²⁾

12/11/2015

Common Stock

31,610

$ 0 ⁽¹⁾

31,610

Phantom Stock

⁽³⁾

⁽⁴⁾

Common Stock

51,589.7264 ⁽⁵⁾

51,589.7264

Stock Options (Right to Buy)

$ 0.93

12/14/2001

12/14/2010

Common Stock

155,984 ⁽⁶⁾

155,984

Stock Options (Right to Buy)

$ 1.435

12/11/2003

12/11/2012

Common Stock

152,076

Stock Options (Right to Buy)

$ 2.645

12/10/2004

12/10/2013

Common Stock

216,718 ⁽⁷⁾

216,718

Stock Options (Right to Buy)

$ 6.225

12/09/2005

12/09/2011

Common Stock

102,656

Stock Options (Right to Buy)

$ 17.745

12/08/2006

12/08/2012

Common Stock

47,420 ⁽⁸⁾

47,420

Stock Options (Right to Buy)

$ 20.335

12/11/2007

12/11/2013

Common Stock

43,700 ⁽⁹⁾

43,700

Stock Options (Right to Buy)

$ 27.18

12/13/2008

12/13/2014

Common Stock

43,880 ⁽¹⁰⁾

43,880

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KERLEY GREGORY D SUITE 125 2350 N. SAM HOUSTON PARKWAY EAST HOUSTON, TX 77032			Executive Vice President & CFO

Signatures

/s/ Melissa D. McCarty, Attorney-in-fact for Mr. Kerley		12/15/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Restricted stock and incentive stock options granted in consideration of services as an officer.
(2)	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.
(3)	Each share of phantom stock represents the right to receive the economic equivalent of one share of Southwestern Energy Company common stock.
(4)	Shares of phantom stock are payable in cash following termination of the reporting person's employment with Southwestern Energy Company. The reporting person may transfer his phantom stock account into an alternative investment account at any time.
(5)	The phantom stock is currently held in the Southwestern Energy Company Nonqualified Retirement Plan (the "NQ Plan") investment fund, and has been adjusted to reflect the two-for-one stock split on March 25, 2008.
(6)	This option was previously reported as covering 77,992 incentive stock options at an exercise price of $1.8594 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 108,359 incentive stock options at an exercise price of $5.285 per share, and has been adjusted as a result of a two-for-one stock split on March 25, 2008.
(8)	This option was previously reported as covering 23,710 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.
(9)	This option was previously reported as covering 21,850 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.
(10)	This option was previously reported as covering 21,940 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.

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