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 *
Murr Austin S.
  2. Issuer Name and Ticker or Trading Symbol
QEP RESOURCES, INC. [QEP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP
(Last)
(First)
(Middle)
1050 17TH STREET, SUITE 800
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2016
(Street)

DENVER, CO 80265
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)
Code V Amount (A) or (D) Price
Common Stock 09/30/2016   F   12,247 (1) D $ 19.53 88,609 D  
Common Stock               4,053.4 (2) I Employee Investment Plan

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units $ 0               (3)   (3) Phantom Stock Units 2,667.1253   2,667.1253 D  
Phantom Stock Units $ 0 09/30/2016   M     18,489 (4)   (5)   (5) Phantom Stock Units 16,703 $ 0 16,703 D  
Stock Option $ 31.74             09/30/2016(6) 02/13/2021 Common Stock 9,991   9,991 D  
Stock Option $ 21.69             09/30/2016(6) 02/12/2022 Common Stock 19,686   19,686 D  
Stock Option $ 10.12             09/30/2016(6) 02/16/2023 Common Stock 17,764   17,764 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Murr Austin S.
1050 17TH STREET
SUITE 800
DENVER, CO 80265
      Senior VP  

Signatures

 /s/Dane E. Allen, Attorney in Fact   10/04/2016
**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) I received a distribution of formerly restricted shares of stock pursuant to an amended award agreement executed on September 30, 2016 in conjunction with my retirement from the company and made an advance election to satisfy my tax payment obligations.
(2) Between March 7, 2016 and May 20, 2016, I acquired 201.9 shares of common stock under the Company's 401(k) plan.
(3) 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.
(4) Pursuant to QEP's Cash Incentive Plan, I forfeited these shares upon my retirement.
(5) These phantom units are associated with QEP's Cash Incentive Plan.
(6) These options vested on September 30, 2016 pursuant to an amended award agreement executed on September 30, 2016 in conjunction with my retirement.

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