UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
SM ENERGY COMPANY
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
78454L100
(CUSIP Number)
 
December 31, 2015
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
☑
Rule 13d-1(b)
     
 
☐
Rule 13d-1(c)
     
 
☐
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. 78454L100
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
CAUSEWAY CAPITAL MANAGEMENT LLC, TIN # 95-486180
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
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
 
 
1,675,742
 
 
 
 
6
SHARED VOTING POWER
 
 
 
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,835,774
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,835,774
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.64%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 
 
CUSIP No. 78454L100
 
 
Item 1(a).
Name of Issuer:
   
 
SM ENERGY COMPANY
   
Item 1(b).
Address of Issuer's Principal Executive Offices:
   
 
1775 Sherman Street, Suite 1200
Denver, CO  80203
   
Item 2(a).
Name of Person Filing:
   
 
CAUSEWAY CAPITAL MANAGEMENT LLC
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
11111 Santa Monica Blvd, 15th Floor
Los Angeles, CA  90025
   
Item 2(c).
Citizenship:
   
 
Delaware USA
   
Item 2(d).
Title of Class of Securities:
   
 
Common Stock
   
Item 2(e).
CUSIP Number:
   
 
78454L100
   
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 (15 U.S.C. 78o).
 
(b)
[  ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
[  ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
[  ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(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 associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
(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 (15 U.S.C. 80a-3).
 
(j)
[  ]
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
 
CUSIP No. 78454L100
 
 
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:  3,835,774
     
     (b) Percent of class:  5.64%
     
     (c)
Number of shares as to which such person has:
     
   
(i)
Sole power to vote or to direct the vote:  1,675,742
       
   
(ii)
Shared power to vote or to direct the vote ______.
       
   
(iii)
Sole power to dispose or to direct the disposition of 3,835,774.
       
   
(iv)
Shared power to dispose or to direct the disposition of ______.
 
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 following ☐  Not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
The investment advisory clients of the reporting person have the right to receive dividends and sales proceeds from such securities.
   
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.
   
 
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.
     
Dated: February 16, 2016
Signature:
/s/ Nicolas Chang
  
 
Name:
Nicolas Chang
 
Title:
Compliance Officer