Sec Form 4 Filing - SCHINGEN SCOTT D @ ONEOK INC /NEW/ - 2024-02-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SCHINGEN SCOTT D
2. Issuer Name and Ticker or Trading Symbol
ONEOK INC /NEW/ [ OKE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior VP Natural Gas Liquids
(Last) (First) (Middle)
7612 S FULTON AVE
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2024
(Street)
TULSA, OK74136
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/19/2024 A 13,636.1098 A $ 71.99 60,717.5889 D
Common Stock, par value $.0.01 02/19/2024 F 6,098 D $ 71.99 54,619.5889 D
Common Stock, par value $.0.01 1,200 I IRA
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
PSU 2021 ( 1 ) ( 2 ) 02/19/2024 A 15,495.3265 ( 2 ) ( 2 ) Common Stock, par value $.0.01 15,495.3265 $ 0 0 D
RSU 2021 ( 3 ) ( 4 ) 02/19/2024 A 3,907.9799 ( 4 ) ( 4 ) Common Stock, par value $.0.01 3,907.9799 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHINGEN SCOTT D
7612 S FULTON AVE
TULSA, OK74136
Senior VP Natural Gas Liquids
Signatures
By: Pat Cipolla, Attorney-in-Fact For: Scott D. Schingen 02/21/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person retired from the board on May 13, 2015, and a portion of phantom stock that had accrued under the Issuer's Deferred Compensation Plan for Non-Employee Directors was converted and shares of Issuer's common stock were issued to the reporting person upon retirement from the board. The shares issued were based on the reporting person's annual elections under the Issuer's Deferred Compensation Plan for Non-Employee Directors.
( 2 )Performance units awarded under the Issuer's Equity Incentive Plan. The award vested on February 17, 2024, for 88% of the performance units awarded based upon the Issuer's total shareholder return compared to total shareholder return of a selected peer group. During the 3-year vesting period, the award was credited with dividend equivalents that were paid out in shares of common stock at the time the underlying units vested and shares were issued. The award and credited dividend equivalents were payable one share of the Issuer's common stock for each vested performance unit including additional performance units resulting from dividend equivalents.
( 3 )Restricted units awarded under the Issuer's Equity Compensation Plan. The award vested on January 1, 2012. Restricted units were payable one share of the Issuer's common stock for each vested performance unit. The reporting person elected to defer receipt of the 300,000 shares of the Issuer's common stock to which the reporting person was entitled upon vesting and which were reported as phantom stock in Table II. Of the 300,000 shares, the reporting person surrendered 4,457 shares to cover taxes applicable to the vesting, resulting in the deferral of the 295,543 net shares remaining. Each share of the phantom stock is the economic equivalent of one share of the Issuer's common stock. Since January 1, 2012, the award earned 37,317 in dividend equivalents, for a total of 332,860 shares of which 149,289 shares were surrendered to pay taxes, resulting in 183,571 shares issued to the reporting person.
( 4 )Restricted units awarded under Issuer's Equity Incentive Plan. The award vests on February 17, 2024. 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, including additional restricted units resulting from dividend equivalents.

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