SEC Form 4 · accession 0000899243-16-014102
ONE Gas, Inc. · OGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph L McCormick
Officer — See Remarks
Period of report
Feb 22, 2016
Accepted (ET)
Feb 23, 2016 · 6:42 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001587732
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.01F1,F2 | Feb 22, 2016 | M | 15,806 | $58.36 | A | 31,593 | D | |
| Common stock, par value $0.01F1,F2 | Feb 22, 2016 | F | 5,342 | $58.36 | D | 26,251 | D | |
| Common stock, par value $0.01F3 | Feb 22, 2016 | M | 2,901 | $58.36 | A | 29,152 | D | |
| Common stock, par value $0.01F3 | Feb 22, 2016 | F | 999 | $58.36 | D | 28,153 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Units 2013F1,F2 | — | Feb 22, 2016 | M | 15,806 | D | — | — | Common stock, par value $0.01 | 15,806 | 0 | D |
| Restricted Units 2013F3 | — | Feb 22, 2016 | M | 2,901 | D | — | — | Common stock, par value $0.01 | 2,901 | 0 | D |
Explanation of responses
- F1On January 31, 2014, ONEOK, Inc. ("ONEOK") effected the distribution of 100% of the outstanding shares of common stock of ONE Gas, Inc. ("ONE Gas") held by ONEOK to ONEOK's shareholders (the "Distribution"). In connection with the Distribution, performance units were awarded under ONE Gas' Equity Compensation Plan, pursuant to that certain Employee Matters Agreement by and between ONEOK and ONE Gas, dated January 14, 2014 (the "Employee Matters Agreement"). The award vested on February 20, 2016, and was certified by the Executive Compensation Committee of the Board of Directors on February 22, 2016. A portion of the award, or 11,943 performance units, vested in an amount equal to 177% of the performance units awarded based upon ONE Gas' total shareholder return compared to total shareholder return of a selected peer group plus accrued dividends of 503.48 shares.
- F2(Continued from Footnote 1) The remainder of the award vested in an amount equal to 200% of the performance units awarded based upon ONEOK's total shareholder return compared to total shareholder return of the ONEOK referenced peer group over the performance period from the original grant date to January 31, 2014, plus accrued dividends of 262.84 shares. The award was payable one share of ONE Gas' common stock for each vested performance unit and accrued dividends.
- F3Restricted units awarded under ONE Gas' Equity Compensation Plan, pursuant to the Employee Matters Agreement entered into in connection with the Distribution. The award vested on February 20, 2016. The award was payable one share of ONE Gas' common stock for each vested restricted unit and accrued dividends of 140.70 shares.
Remarks
Senior Vice President, General Counsel and Assistant Secretary