SEC Form 4 · accession 0000899243-19-004258
ONE Gas, Inc. · OGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark A. Bender
Officer — See Remarks
Period of report
Feb 18, 2019
Accepted (ET)
Feb 20, 2019 · 4:30 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 | Feb 18, 2019 | M | 7,354 | $83.94 | A | 16,436 | D | |
| Common stock, par value $0.01F1 | Feb 18, 2019 | F | 3,267 | $83.94 | D | 13,169 | D | |
| Common stock, par value $0.01F2 | Feb 18, 2019 | M | 912 | $83.94 | A | 14,081 | D | |
| Common stock, par value $0.01F2 | Feb 18, 2019 | F | 453 | $83.94 | D | 13,628 | 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 2016F1 | — | Feb 18, 2019 | M | 3,425 | D | — | — | Common stock, par value $0.01 | 3,425 | 0 | D |
| Restricted Units 2016F2 | — | Feb 18, 2019 | M | 850 | D | — | — | Common stock, par value $0.01 | 850 | 0 | D |
| Performance Units 2019F3 | — | Feb 18, 2019 | A | 2,859 | A | — | — | Common stock, par value $0.01 | 2,859 | 2,859 | D |
| Restricted Units 2019F4 | — | Feb 18, 2019 | A | 715 | A | — | — | Common stock, par value $0.01 | 715 | 715 | 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 504 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 62 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, Administration and Chief Information Officer