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* Watanabe Michael K (Last) (First) (Middle) 1050 17TH STREET, SUITE 800 (Street) DENVER CO 80265 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/03/2017	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) Vice President-Land	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	54,487.492	D
Common Stock	11,540.452	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	(1)	(1)	Phantom Stock Units	1,088.334	0.00	D
Phantom Stock Units	(2)	(2)	Phantom Stock Units	19,089	0.00	D
Stock Option	09/05/2015	11/01/2019	Common Stock	3,625	29.38	D
Stock Option	03/05/2016	02/13/2020	Common Stock	6,528	30.12	D
Stock Option	(3)	02/13/2021	Common Stock	5,995	31.74	D
Stock Option	(4)	02/12/2022	Common Stock	11,483	21.69	D
Stock Option	(5)	02/16/2023	Common Stock	10,362	10.12	D

Explanation of Responses:

1. 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) distribution election date which is not earlier than two years from the plan year (ii) separation from service from QEP (subject to 6-month delay if necessary to comply with IRC 409A), (iii) death or (iv) 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.

2. These phantom units are associated with QEP's Cash Incentive Plan.

3. The option vests in three annual installments beginning on March 5, 2015, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.

4. The option vests in three annual installments beginning on March 5, 2016, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.

5. The option vests in three annual installments beginning on March 5, 2017, subject to accelerated vesting upon the occurrence of certain events as set forth in the award agreement.

Remarks:

	/s/ Dane E. Allen, Attorney-In-Fact	01/13/2017
	** 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.

LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS


	Know all by these presents, that the undersigned's hereby makes, constitutes
and appoints Richard J. Doleshek, Christopher K. Woosley and Dane E. Allen as
the undersigned's true and lawful attorney-in-fact, with full power and
authority as hereinafter described on behalf of and in the name, place and stead
of the undersigned to:

(1)	prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including
any amendments thereto) with respect to the securities of QEP Resources, Inc., a
Delaware corporation (the "Company"), with the United States Securities and
Exchange Commission, any national securities exchanges and the Company, as
considered necessary or advisable under Section 16(a) of the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder, as amended
from time to time (the "Exchange Act");

(2)	seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to the undersigned and approves and ratifies any such release of
information; and

(3)	perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

The undersigned acknowledges that:

(1)	this Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

(2)	any documents prepared and/or executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney will be in such form and will
contain such information and disclosure as such attorney-in-fact, in his or her
discretion, deems necessary or desirable;

(3)	neither the Company nor such attorney-in-fact assumes (i) any liability for
the undersigned's responsibility to comply with the requirement of the Exchange
Act, (ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and

(4)	this Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act,
including without limitation the reporting requirements under Section 16 of the
Exchange Act.

	The undersigned hereby gives and grants the foregoing attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, hereby ratifying all that such attorney-in-fact of, for and on
behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney.

	This Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to such attorney-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 3rd day of January, 2017.





                                         /s/ Michael K. Watanabe
                                         Signature



                                         Michael K. Watanabe
                                         Print Name



STATE OF COLORADO

COUNTY OF DENVER



	On this 3rd day of January, 2017, Michael K. Watanabe personally appeared
before me, and acknowledged that s/he executed the foregoing instrument for the
purposes therein contained.

	IN WITNESS WHEREOF, I have hereunto set my hand and official seal.



                                         /s/ Janet E. Flanigan
                                         Notary Public


                                         My Commission Expires: 7/24/2018