Stephen E Wakefield Form 4 AAON / Stephen E Wakefield 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^*

Wakefield Stephen E

(Last) (First) (Middle)

2425 SOUTH YUKON

(Street)

TULSA OK 74107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AAON, INC. [ AAON ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2024

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 $.004	03/13/2024		M		12,696	A	$29.48	28,688	D
Common Stock, par value $.004	03/13/2024		M		7,820	A	$48.91	36,508	D
Common Stock, par value $.004	03/13/2024		M		2,646	A	$36.13	39,154	D
Common Stock, par value $.004	03/13/2024		M		1,493	A	$62.04	40,647	D
Common Stock, par value $.004	03/13/2024		S		24,655	D	$80.86(1)	15,992	D
Common Stock, par value $.004								10,697	I	401(k) 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
Stock Option (Right to Buy)	$27.58							03/11/2020	03/11/2029	Common Stock	27,300		27,300	D
Stock Option (Right to Buy)	$29.48	03/13/2024		M			12,696	03/11/2021	03/11/2030	Common Stock	12,696	$29.48	12,696	D
Stock Option (Right to Buy)	$48.91	03/13/2024		M			7,820	03/11/2022	03/11/2031	Common Stock	7,820	$48.91	0	D
Stock Option (Right to Buy)	$36.13	03/13/2024		M			2,646	03/15/2023	03/15/2032	Common Stock	2,646	$36.13	5,292	D
Stock Option (Right to Buy)	$62.04	03/13/2024		M			1,493	03/06/2024	03/06/2033	Common Stock	1,493	$62.04	2,984	D
Stock Option (Right to Buy)	$79.73							03/11/2025	03/11/2034	Common Stock	3,798		3,798	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $80.50 to $81.27. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	Stephen E Wakefield	03/15/2024
	** 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.
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