SEC Form 4 · accession 0001209191-15-016259

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 17, 2015

Accepted (ET)

Feb 19, 2015 · 6:53 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
Common stock, par value $0.01^F1	Feb 17, 2015	M	8,401	$41.40	A	16,801	D
Common stock, par value $0.01^F1	Feb 17, 2015	F	2,741	$41.40	D	14,060	D
Common stock, par value $0.01^F2	Feb 17, 2015	M	1,632	$41.40	A	15,692	D
Common stock, par value $0.01^F2	Feb 17, 2015	F	619	$41.40	D	15,073	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 2012^F1	—	Feb 17, 2015	M	8,401	D	—	—	Common stock, par value $0.01	8,401	0	D
Restricted Units 2012^F2	—	Feb 17, 2015	M	1,632	D	—	—	Common stock, par value $0.01	1,632	0	D
Performance Units 2015^F3	—	Feb 17, 2015	A	5,800	A	—	—	Common stock, par value $0.01	5,800	5,800	D
Restricted Units 2015^F4	—	Feb 17, 2015	A	1,450	A	—	—	Common stock, par value $0.01	1,450	1,450	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 15, 2015, and was certified by the Board of Directors on February 17, 2015. A portion of the award, or 1,694 performance units, vested in an amount equal to 150% of the performance units awarded based upon ONE Gas' total stockholder return compared to total stockholder return of a selected peer group. The remainder of the award vested in an amount equal to the number of performance units awarded. The award was payable one share of ONE Gas' common stock for each vested performance unit.
F2Restricted 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 15, 2015. The award was payable one share of ONE Gas' common stock for each vested restricted unit.
F3Performance units awarded under the Issuer's Equity Compensation Plan. The award will vest on February 17, 2018, for a percentage (0% to 200%) of the performance units awarded based upon the Issuer's total stockholder 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 Equity Compensation Plan. The award vests on February 17, 2018. 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, General Counsel and Assistant Secretary