AAON Form 4 / 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

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)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.004	12/14/2023		M		849⁽¹⁾	A	$17.65	14,322⁽²⁾	D
Common Stock, par value $.004	12/14/2023		M		2,160⁽¹⁾	A	$21.87	16,482⁽²⁾	D
Common Stock, par value $.004	12/14/2023		M		33,300⁽¹⁾	A	$24.63	49,782⁽²⁾	D
Common Stock, par value $.004	12/14/2023		M		39,691⁽¹⁾	A	$27.58	89,473⁽²⁾	D
Common Stock, par value $.004	12/14/2023		S		76,000⁽¹⁾	D	$70.31⁽³⁾	13,473⁽²⁾	D
Common Stock, par value $.004	12/15/2023		M		30,000⁽¹⁾	A	$27.58	43,473⁽²⁾	D
Common Stock, par value $.004	12/15/2023		S		30,000⁽¹⁾	D	$71.88⁽⁴⁾	13,473⁽²⁾	D
Common Stock, par value $.004								10,261⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$17.65	12/14/2023		M			849⁽¹⁾	08/01/2017	08/01/2026	Common Stock	849	$17.65	0⁽²⁾	D
Stock Option (Right to Buy)	$21.87	12/14/2023		M			2,160⁽¹⁾	11/18/2017	11/18/2026	Common Stock	2,160	$21.87	0⁽²⁾	D
Stock Option (Right to Buy)	$24.63	12/14/2023		M			33,300⁽¹⁾	01/02/2019	01/02/2028	Common Stock	33,300	$24.63	0⁽²⁾	D
Stock Option (Right to Buy)	$27.58	12/14/2023		M			39,691⁽¹⁾	03/11/2020	03/11/2029	Common Stock	39,691	$27.58	96,809⁽²⁾	D
Stock Option (Right to Buy)	$27.58	12/15/2023		M			30,000⁽¹⁾	03/11/2020	03/11/2029	Common Stock	30,000	$27.58	66,809⁽²⁾	D
Stock Option (Right to Buy)	$29.48							03/11/2021	03/11/2030	Common Stock	63,480		63,480⁽²⁾	D
Stock Option (Right to Buy)	$48.91							03/11/2022	03/11/2031	Common Stock	20,223		20,223⁽²⁾	D
Stock Option (Right to Buy)	$36.13							03/15/2023	03/15/2032	Common Stock	7,938		7,938⁽²⁾	D
Stock Option (Right to Buy)	$62.04							03/06/2024	03/06/2033	Common Stock	4,477		4,477⁽²⁾	D

Explanation of Responses:

1. Trade executed in accordance with Rule 10b5-1 trading arrangement adopted on September 13, 2023.

2. The number of securities beneficially owned for each stock award has been updated to reflect the August 16, 2023 stock split as disclosed in the Company's Form 8-K dated June 6, 2023.

3. This transaction was executed in multiple trades at prices ranging from $68.00 to $71.50. 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 $71.75 to $72.00. 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	12/18/2023
	** 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.

AAON (AAON) Form 4AAON / Stephen E Wakefield ownership change