SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Torgerson Jim E (Last) (First) (Middle) 1050 17TH STREET, SUITE 500 (Street) DENVER CO 80265 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/01/2012	3. Issuer Name and Ticker or Trading Symbol QEP RESOURCES, INC. [ QEP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr VP Operations	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	85,233	D
Common Stock	10,312.42(1)	I	Employee Investment Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(2)	(2)	Phantom Stock Units	6,055.1665	0.00	D
Phantom Stock Units	(3)	(3)	Phantom Stock Units	19,344	0.00	D
Stock Option	(4)	10/28/2015	Common Stock	75,000	19.37	D
Stock Option	(4)	03/05/2016	Common Stock	10,000	23.98	D
Stock Option	(5)	03/05/2017	Common Stock	16,000	27.55	D
Stock Option	(6)	02/25/2018	Common Stock	12,551	39.07	D
Stock Option	(7)	02/13/2019	Common Stock	26,126	30.9	D

Explanation of Responses:

1. As of May 1, 2012, I have 10,312.42 equivalent shares of stock in QEP's Employee Investment Plan. The number of equivalent shares will fluctuate as QEP's stock price changes; this fluctuation does not reflect any transactions that should be reported.

2. Phantom stock units will be payable in cash on the date of, or at a designated anniversary date following, the first to occur of the reporting person's (i) separation from service from QEP(subject to 6-month delay if necessary to comply with IRC 409A), (ii) death or (iii) disability, pursuant to the QEP Resources, Inc. Deferred Compensation Wrap Plan. This total includes shares attributable to the 401(k) supplemental program of the Deferred Compensation Wrap Plan. Consequently, share totals may change without any visible activity.

3. These phantom stock units are associated with QEP's Long Term Cash Incentive Plan.

4. This option is fully vested.

5. The option vests in three annual installments which began on March 5, 2011, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.

6. The option vests in three annual installments which began on March 5, 2012, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.

7. The option vests in three annual installments beginning on March 5, 2013, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.

Remarks:

	Abigail L. Jones, Attorney in Fact	05/03/2012
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY
REPORTS, SECURITIES TRANSACTIONS

I, Jim E. Torgerson, 1050 17th Street, Suite 500, Denver, Colorado, as an
Officer of QEP Resources, Inc. (the "Company"), do hereby appoint Abigail L.
Jones Richard J. Doleshek and Eric L. Dady, or each of them acting alone, my
true and lawful attorney-in-fact to sign any Form 3, Form 4, Form 5, or Form 144
Reports that I am required to file with the Securities and Exchange Commission
reporting transactions involving shares of the Company's common stock and
derivative securities whose value is dependent on such shares, including option
grants and phantom stock units allocated to my accounts under the terms of
deferred compensation plans adopted by the Company and its subsidiaries.

I acknowledge that Ms. Jones, Mr. Doleshek and Mr. Dady are not assuming any
responsibility that I have to comply with federal securities laws, including
compliance with Section 16 of the Security and Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect with respect to my
holdings of any transactions of securities issued by the Company as long as I am
required to make reports of my transactions, unless I revoke it with a signed
writing prior to such date.