SEC Form 4 · accession 0001566238-15-000002

· OKE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Sheppard F Miers III

Officer — VP & Chief Accounting Officer

Period of report

Feb 15, 2015

Accepted (ET)

Feb 18, 2015 · 9:06 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001039684

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $.0.01	Feb 15, 2015	M	800	$47.685	A	21,162	D
Common Stock, par value $.0.01	Feb 15, 2015	F	304	$47.685	D	20,858	D
Common Stock, par value $.0.01	Feb 15, 2015	M	128	$47.685	A	20,986	D
Common Stock, par value $.0.01	Feb 15, 2015	M	2,160	$47.685	A	23,146	D
Common Stock, par value $.0.01	Feb 15, 2015	F	740	$47.685	D	22,406	D
Common Stock, par value $.0.01	Feb 15, 2015	M	346	$47.685	A	22,752	D
Common Stock, par value $.0.01	Feb 15, 2015	F	111	$47.685	D	22,641	D
Common Stock, par value $.0.01	Feb 15, 2015	F	49	$47.685	D	22,592	D
Common Stock, par value $.0.01	holding	—	—		—	4,058	I	by Thrift Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Performance Units 2012^F1	—	Feb 15, 2015	M	2,400	D	—	—	Common Stock, par value $.0.01	2,400	D
Performance Units 2012-2^F2	—	Feb 15, 2015	M	384	D	—	—	Common Stock, par value $.0.01	384	D
Restricted Units 2012^F3	—	Feb 15, 2015	M	800	D	—	—	Common Stock, par value $.0.01	800	D
Restricted Units 2012-2^F4	—	Feb 15, 2015	M	128	D	—	—	Common Stock, par value $.0.01	128	D

Explanation of responses

F1Performance units awarded under the Issuer's Equity Compensation Plan. The award vested on February 15, 2015, at 90% of the performance units awarded based upon the Issuer's total stockholder return compared to total stockholder return of a selected peer group. Performance units were payable one share of the Issuer's common stock for each vested performance unit.
F2Performance units awarded under the Issuer's Equity Compensation Plan to preserve the value of the 2012 performance units held by the reporting person at the time of the separation of the Issuer's natural gas distribution business into ONE Gas, Inc. These additional units vested following completion of the original vesting period on February 15, 2015, at 90% percent of the performance units awarded based upon the Issuer's total stockholder return compared to total stockholder return of a selected peer group. The award was payable one share of the Issuer's common stock for each vested performance unit.
F3Restricted units awarded under the Issuer's Long Term Incentive Plan. The award vested on February 15, 2015, and was payable one share of the Issuer's common stock for each vested restricted unit.
F4Restricted units awarded under the Issuer's Long-Term Incentive Plan to preserve the value of the 2012 restricted units held by the reporting person at the time of the separation of the Issuer's natural gas distribution business into ONE Gas, Inc. These additional units vested following completion of the original vesting period on February 15, 2015. The award was payable one share of the Issuer's common stock for each vested restricted unit.