SEC Form 4 · accession 0000899243-19-004255

ONE Gas, Inc. · OGS

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

Reporting owner

Caron A Lawhorn

Officer — See Remarks

Period of report

Feb 18, 2019

Accepted (ET)

Feb 20, 2019 · 4:28 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 $0.01^F1	Feb 18, 2019	M	11,809	$83.94	A	128,482	D
Common stock, par value $0.01^F1	Feb 18, 2019	F	5,234	$83.94	D	123,248	D
Common stock, par value $0.01^F2	Feb 18, 2019	M	1,476	$83.94	A	124,724	D
Common stock, par value $0.01^F2	Feb 18, 2019	F	707	$83.94	D	124,017	D
Common stock, par value $0.01	holding	—	—		—	1,100	I	by 401(k) Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Units 2016^F1	—	Feb 18, 2019	M	5,500	D	—	—	Common stock, par value $0.01	5,500	0	D
Restricted Units 2016^F2	—	Feb 18, 2019	M	1,375	D	—	—	Common stock, par value $0.01	1,375	0	D
Performance Units 2019^F3	—	Feb 18, 2019	A	4,051	A	—	—	Common stock, par value $0.01	4,051	4,051	D
Restricted Units 2019^F4	—	Feb 18, 2019	A	1,013	A	—	—	Common stock, par value $0.01	1,013	1,013	D

Explanation of responses

F1Performance units awarded under Issuer's Equity Compensation Plan. The award vested on February 18, 2019, and was certified by the Executive Compensation Committee of the Board of Directors on February 18, 2019. The award vested in an amount equal to 200% of the performance units awarded based upon Issuer's total shareholder return compared to total shareholder return of a selected peer group plus accrued dividends of 809 shares. The award was payable one share of Issuer's common stock for each vested performance unit and accrued dividends.
F2Restricted units awarded under Issuer's Equity Compensation Plan. The award vested on February 18, 2019. The award was payable one share of Issuer's common stock for each vested restricted unit and accrued dividends of 101 shares.
F3Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award will vest on February 19, 2022, for a percentage (0% to 200%) of the performance units awarded based upon the Issuer's total shareholder return compared to total stockholder return of a selected peer group. During the 3-year vesting period, the award will be credited with dividend equivalents that will be paid out in shares of common stock at the time the underlying units vest and shares are issued. The award and credited dividend equivalents will be payable one share of the Issuer's common stock for each vested performance unit and dividend equivalent.
F4Restricted units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award vests on February 19, 2022. During the 3-year vesting period, the award will be credited with dividend equivalents that will be paid out in shares of common stock at the time the underlying units vest and are issued. The award and credited dividend equivalents will be payable one share of the Issuer's common stock for each vested restricted unit and dividend equivalent.

Remarks

Senior Vice President, Commercial