| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ONE Gas, Inc. [ OGS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/20/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/20/2023 | M | 2,551(1) | A | $81.79(1) | 29,708 | D | |||
| Common stock, par value $0.01 | 02/20/2023 | F | 1,169(1) | D | $81.79(1) | 28,539 | D | |||
| Common stock, par value $0.01 | 02/20/2023 | M | 8,277(2)(3) | A | $81.79(2)(3) | 36,816 | D | |||
| Common stock, par value $0.01 | 02/20/2023 | F | 3,650(2)(3) | D | $81.79(2)(3) | 33,166 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Performance Units 2020 | (1) | 02/20/2023 | M | 3,534 | (1) | (1) | Common stock, par value $0.01 | 3,534 | $81.79(1) | 0 | D | ||||
| Restricted Units 2020 | (2) | 02/20/2023 | M | 883 | (2) | (2) | Common stock, par value $0.01 | 883 | $81.79(2) | 0 | D | ||||
| Restricted Units July 2020 | (3) | 02/20/2023 | M | 6,767 | (3) | (3) | Common stock, par value $0.01 | 6,767 | $81.79(3) | 0 | D | ||||
| Performance Units 2023 | (4)(5) | 02/20/2023 | A | 22,497 | (4)(5) | (4)(5) | Common stock, par value $0.01 | 22,497 | $81.79(4)(5) | 22,497 | D | ||||
| Restricted Units 2023 | (6) | 02/20/2023 | A | 5,624 | (6) | (6) | Common stock, par value $0.01 | 5,624 | $81.79(6) | 5,624 | D | ||||
| Explanation of Responses: |
| 1. Performance units awarded under Issuer's Amended and Restated Equity Compensation Plan (2018). The award vested on February 18, 2023, and was certified by the Executive Compensation Committee of the Board of Directors on February 20, 2023. The award vested in an amount equal to 66% 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 219 shares. The award was payable one share of Issuer's common stock for each vested performance unit and accrued dividends. |
| 2. Restricted units awarded under Issuer's Amended and Restated Equity Compensation Plan (2018). The award vested on February 18, 2023. The award was payable one share of Issuer's common stock for each vested restricted unit and accrued dividends of 83 shares. |
| 3. Restricted units awarded under Issuer's Amended and Restated Equity Compensation Plan (2018). The award vested on February 18, 2023. The award was payable one share of Issuer's common stock for each vested restricted unit and accrued dividends of 544 shares. |
| 4. Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award will vest on February 14, 2026, 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 over the performance period from January 1, 2023, through December 31, 2025. The total shareholder return beginning stock price for the performance period is the average of the closing stock price for the 20 trading days immediately preceding the beginning of the performance period. The total shareholder return ending stock price for the performance period is the average of the closing price for the 20 trading days leading up to and including the last day of the performance period. |
| 5. (continued from Footnote 4) 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. |
| 6. Restricted units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award vests on February 14, 2026. 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: |
| President and Chief Executive Officer |
| /s/ Brian K. Shore, Attorney-in-Fact for Robert S. McAnnally | 02/22/2023 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
