Brendan Michael McCracken Form 4 Ovintiv / Brendan Michael McCracken 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^*

McCracken Brendan Michael

(Last) (First) (Middle)

C/O 370 17TH STREET, SUITE 1700

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ovintiv Inc. [ OVV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2022

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	03/07/2022		M(3)		36,718	A	(4)	62,360	D
Common Stock	03/07/2022		F(5)		16,119	D	$46.71	46,241	D
Common Stock	03/08/2022		M(3)		5,475	A	(4)	51,716	D
Common Stock	03/08/2022		F(5)		2,403	D	$47.78	49,313	D
Common Stock	03/08/2022		M(8)		11,410(7)	A	(9)	60,723	D
Common Stock	03/08/2022		F(5)		5,009	D	$47.78	55,714(11)	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
Restricted Share Unit	(1)	03/07/2022		A		25,869		03/07/2023	03/07/2023	Common Stock	25,869	$0	195,444	D
Restricted Share Unit	(1)	03/07/2022		A		25,869		03/07/2024	03/07/2024	Common Stock	25,869	$0	221,313	D
Restricted Share Unit	(1)	03/07/2022		A		25,869		03/07/2025	03/07/2025	Common Stock	25,869	$0	247,182	D
Restricted Share Unit	(2)	03/07/2022		M			36,718	03/07/2022	03/07/2022	Common Stock	36,718	$0	210,464	D
Restricted Share Unit	(2)	03/08/2022		M			5,475	03/08/2022	03/08/2022	Common Stock	5,475	$0	204,989(10)	D
Performance Share Unit	(6)	03/08/2022		M			11,410(7)	03/08/2022	03/08/2022	Common Stock	11,410(7)	$0	0	D

Explanation of Responses:

1. Each Restricted Share Unit (each, "RSU") is the economic equivalent of one share of common stock of Ovintiv Inc. ("Ovintiv") and attracts dividend equivalent RSUs. Vesting will occur on the exercise date in accordance with the Omnibus Incentive Plan and applicable grant agreement, and subject to the grantee's continued employment with Ovintiv or its affiliate through the applicable exercise date.

2. Each RSU is the economic equivalent of one share of Ovintiv common stock and attracts dividend equivalent RSUs.

3. Represents the settlement upon vesting of RSUs.

4. RSUs convert into Ovintiv common stock on a one-for-one basis.

5. Reporting the withholding by Ovintiv of shares of Ovintiv common stock (from the shares of common stock issued upon settlement upon vesting of RSUs or PSUs, as applicable) to satisfy payment of tax withholding obligations.

6. Each Performance Share Unit (each, "PSU") is settled based on the achievement of certain performance criteria, is the economic equivalent of one common share of Ovintiv common stock and attracts dividend equivalent PSUs.

7. Settlement of the PSUs was based on a performance criteria multiplier of 104.2 percent.

8. Represents the settlement upon vesting of PSUs.

9. PSUs convert into Ovintiv common stock on a one-for-one basis.

10. Includes 5,720 RSUs acquired through reinvested dividends that were not previously reported due to an inadvertent administrative oversight as follows: 1,989 RSUs on March 30, 2020; 540 RSUs on June 30, 2020; 623 RSUs on September 30, 2020; 411 RSUs on December 31, 2020; 413 RSUs on March 31, 2021; 319 RSUs on June 30, 2021; 716 RSUs on September 30, 2021; and 709 RSUs on December 31, 2021.

11. Includes Ovintiv common stock acquired through reinvested dividends.

	/s/ Dawna Gibb, by Power of Attorney	03/09/2022
	** Signature of Reporting Person	Date
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