UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report - March 7, 2013
(Date of earliest event reported)
QEP RESOURCES, INC.
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE | 001-34778 | 87-0287750 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
1050 17th Street, Suite 500, Denver, Colorado 80265
(Address of principal executive offices)
Registrant's telephone number, including area code 303-672-6900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Section 5 - Corporate Governance and Management
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.
This Current Report on Form 8-K is being filed to comply with the requirements of the Securities and Exchange Commission (the "SEC") that notice of a covered blackout period under the QEP Employee Investment Plan be given to directors and executive officers of QEP Resources, Inc. (the "Company") and also be furnished to the SEC under cover of Form 8-K. The notice sent to persons is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No . Exhibit
99.1 Notice Sent to Directors & Executive Officers of QEP Resources, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
QEP Resources, Inc.
(Registrant)
March 12, 2013
/s/Richard J. Doleshek
Richard J. Doleshek
Executive Vice President and
Chief Financial Officer
List of Exhibits:
Exhibit No. Exhibit
99.1 Notice Sent to Directors & Executive Officers of QEP Resources, Inc.
Exhibit 99.1
QEP Resources, Inc.
Notice to Directors and Executive Officers
To: QEP Board of Directors and Executive Officers
Date: March 7, 2013
Subject: Blackout Period for QEP Common Shares
As you know, QEP is changing its Employee Investment Plan Trustee from Wells Fargo Bank to Fidelity Investments. Consequently, a blackout period is required for the QEP Stock Fund in the QEP Employee Investment Plan. During the blackout period, you will be prohibited from purchasing, selling or otherwise acquiring or transferring QEP common shares (or any derivative security such as a QEP stock option).
The blackout period will begin on March 25, 2013 and is estimated to last until the week of April 15, 2013.
The blackout period for directors and executive officers is required under Section 306(a) of the Sarbanes-Oxley Act, which prohibits directors and executive officers of an issuer from trading in the issuer's equity securities during any period when employees are unable to purchase or sell issuer equity securities held in 401(k) or similar plans. A 401(k) blackout period is usually imposed for administrative reasons such as a change in recordkeeper.
If you have any questions about this notice and the required trading restriction, including whether the blackout period has begun or ended, you may obtain information, by contacting QEP Resources, Inc. Attention, Abigail L. Jones, 1050 17th Street, Suite 500, Denver, CO 80265, telephone: 303-394-4828, to obtain information about the actual beginning and ending dates of the blackout period during the blackout period and for a two-year period thereafter.