Sheppard F Miers Iii Form 4 ONEOK / SHEPPARD F MIERS III ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MIERS SHEPPARD F III

(Last) (First) (Middle)

100 W. FIFTH STREET

(Street)

TULSA OK 74103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ONEOK INC /NEW/ [ OKE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.0.01	02/18/2018		M		1,568.2301	A	$57.15	29,050.5521	D
Common Stock, par value $.0.01	02/18/2018		F		779	D	$57.15	28,271.5521	D
Common Stock, par value $.0.01	02/18/2018		F		4,111	D	$57.15	24,160.5521	D
Common Stock, par value $.0.01	02/18/2018		M		9,283.5849	A	$57.15	33,444.137	D
Common Stock, par value $.0.01								10,506.16	I	by Thrift Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
PSU 2015	(1)	02/18/2018		M			4,641.7923	(1)	(1)	Common Stock, par value $.0.01	4,641.7923	$57.15	0	D
RSU 2015	(2)	02/18/2018		M			1,568.2301	(2)	(2)	Common Stock, par value $.0.01	1,568.2301	$57.15	0	D

Explanation of Responses:

1. Performance units awarded under the Issuer's Equity Compensation Plan. The award, including dividend equivalents, vested on February 18, 2018, at the 200th percentile for the Issuer's total stockholder return compared to total stockholder return of a selected peer group, resulting in the reported shares being issued to the reporting person. One share of the Issuer's common stock is paid out for each vested performance unit.

2. Restricted units awarded under the Issuer's Long Term Incentive Plan. The award vested on February 18, 2018. During the 3-year vesting period, the award was credited with dividend equivalents that were paid out in shares of common stock at the same time the shares underlying the vested units were issued. One share of the Issuer's common stock is paid out for each vested restricted unit.

	By: Eric Grimshaw, Attorney-in-Fact For: Sheppard F. Miers	02/21/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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