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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GATHRIGHT RICHARD E 		2. Issuer Name and Ticker or Trading Symbol

SMF ENERGY CORP [ FUEL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO & President
(Last)          (First)          (Middle)

200 W CYPRESS CREEK RD, SUITE 400 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/16/2011
(Street)

FT LAUDERDALE, FL 33309
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

9/26/2011 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/26/2011     A    93500   (1) A $ 0   144823   (2) D   (2)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Option to purchase common stock   $2.475   11/16/2011     J      5556         (3) 6/30/2013   Common Stock   22224   $ 0   22224   D    
Option to purchase common stock   $2.475   11/16/2011     J      16668         (3) 6/30/2013   Common Stock   22224   $ 0   22224   D    

Explanation of Responses:
( 1)  The vesting schedule for these shares was amended pursuant to a Retirement Agreement, dated as of November 16, 2011, between the Reporting Person and the Company. Of the 93,500 shares of restricted stock granted to the Reporting Person pursuant to the Issuer's 2009 Equity Incentive Plan, 31,500 shares vested on November 1, 2011, and 31,000 shares will vest on July 31, 2012 and 31,000 shares will vest on January 31, 2013, pursuant to the Retirement Agreement.
( 2)  Of the total 144,823 shares listed, 6,745 shares are held in the reporting person's IRA.
( 3)  These options are fully vested and presently exercisable. Per the Retirement Agreement, these options will remain exercisable until June 30, 2013, notwithstanding the termination of the Reporting Person's employment on December 31, 2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GATHRIGHT RICHARD E
200 W CYPRESS CREEK RD
SUITE 400
FT LAUDERDALE, FL 33309 		X
CEO & President

Signatures
/s/ Richard R. Gathright 11/18/2011
** 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 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).
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 control number.
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