AAON (AAON) Form 4 AAON / Rony D Gadiwalla 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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X

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^*

Gadiwalla Rony D

(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
	Officer (give title below)	X	Other (specify below)
Former - VP, Info. Technology

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2022

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, par value $.004	08/12/2022		M		1,000	A	$36.95	28,144	D
Common Stock, par value $.004	08/12/2022		S		1,000	D	$61.7(1)	27,144	D
Common Stock, par value $.004	08/12/2022		D		6,418(2)	D	$0	20,726	D
Common Stock, par value $.004	08/15/2022		M		7,000	A	$36.95	27,726	D
Common Stock, par value $.004	08/15/2022		S		3,000	D	$63.13(3)	24,726	D
Common Stock, par value $.004	08/15/2022		S		4,000	D	$63.21(4)	20,726	D
Common Stock, par value $.004								6,133	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)	$36.95	08/12/2022		M			1,000	01/02/2019	11/12/2022(5)	Common Stock	1,000	$61.7(1)	35,133	D
Stock Option (Right to Buy)	$36.95	08/12/2022		D			8,498(6)	01/02/2019	11/12/2022(5)	Common Stock	8,498	$36.95	26,635	D
Stock Option (Right to Buy)	$36.95	08/15/2022		M			3,000	01/02/2019	11/12/2022(5)	Common Stock	3,000	$63.13(3)	23,635	D
Stock Option (Right to Buy)	$36.95	08/15/2022		M			4,000	01/02/2019	11/12/2022(5)	Common Stock	4,000	$63.21(4)	19,635	D
Stock Option (Right to Buy)	$41.37	08/12/2022		D			18,800(7)	03/11/2020	11/12/2022(5)	Common Stock	18,800	$41.37	28,200	D
Stock Option (Right to Buy)	$44.22	08/12/2022		D			17,346(8)	03/11/2021	11/12/2022(5)	Common Stock	17,346	$44.22	11,564	D
Stock Option (Right to Buy)	$73.36	08/12/2022		D			4,494(9)	03/11/2022	11/12/2022(5)	Common Stock	4,494	$73.36	2,247	D
Stock Option (Right to Buy)	$54.2	08/12/2022		D			3,780(10)	03/15/2023	11/12/2022(5)	Common Stock	3,780	$54.2	0	D

Explanation of Responses:

1. All shares sold at an exact price. A breakdown is not applicable.

2. Forfeiture of Restricted Stock Awards due to resignation, effective August 12, 2022: 1,560 (granted 01/02/2018), 2,000 (granted 03/11/2019), 1,170 (granted 03/11/2020), 646 (granted 03/11/2021) and 1,042 (granted 03/15/2022).

3. This transaction was executed in multiple trades at prices ranging from $63.00 to $63.32. 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.

4. This transaction was executed in multiple trades at prices ranging from $63.13 to $63.42. 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.

5. Expiration Date is accelerated due to resignation, effective August 12, 2022.

6. Forfeiture of Stock Option Award (granted 01/02/2018) due to resignation, effective August 12, 2022.

7. Forfeiture of Stock Option Award (granted 03/11/2019) due to resignation, effective August 12, 2022.

8. Forfeiture of Stock Option Award (granted 03/11/2020) due to resignation, effective August 12, 2022.

9. Forfeiture of Stock Option Award (granted 03/11/2021) due to resignation, effective August 12, 2022.

10. Forfeiture of Stock Option Award (granted 03/15/2022) due to resignation, effective August 12, 2022.

Remarks:

	Rony D Gadiwalla	08/16/2022
	** 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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