Mark A. Bender Form 4 ONE Gas / Mark A. Bender 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^*

Bender Mark A.

(Last) (First) (Middle)

15 E. 5TH STREET

(Street)

TULSA OK 74103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ONE Gas, Inc. [ OGS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2020

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	02/17/2020		M		5,328(1)	A	$96.21(1)	19,084	D
Common stock, par value $0.01	02/17/2020		F		2,364(1)	D	$96.21(1)	16,720	D
Common stock, par value $0.01	02/17/2020		M		911(2)	A	$96.21(2)	17,631	D
Common stock, par value $0.01	02/17/2020		F		452(2)	D	$96.21(2)	17,179	D

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
Performance Units 2017	(1)	02/17/2020		M			3,450	(1)	(1)	Common stock, par value $0.01	3,450	$96.21(1)	0	D
Restricted Units 2017	(2)	02/17/2020		M			850	(2)	(2)	Common stock, par value $0.01	850	$96.21(2)	0	D
Performance Units 2020	(3)	02/17/2020		A		2,495		(3)	(3)	Common stock, par value $0.01	2,495	$96.21(3)	2,495	D
Restricted Units 2020	(4)	02/17/2020		A		624		(4)	(4)	Common stock, par value $0.01	624	$96.21(4)	624	D

Explanation of Responses:

1. Performance units awarded under Issuer's Equity Compensation Plan. The award vested on February 17, 2020, and was certified by the Executive Compensation Committee of the Board of Directors on February 17, 2020. The award vested in an amount equal to 144% 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 360 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 Equity Compensation Plan. The award vested on February 17, 2020. The award was payable one share of Issuer's common stock for each vested restricted unit and accrued dividends of 61 shares.

3. Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award will vest on February 18, 2023, 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.

4. Restricted units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award vests on February 18, 2023. 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

	/s/ Brian K. Shore, Attorney-in-Fact for Mark A. Bender	02/19/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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