Sec Form 4 Filing - Bender Mark A. @ ONE Gas, Inc. - 2017-02-18

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
Bender Mark A.
2. Issuer Name and Ticker or Trading Symbol
ONE Gas, Inc. [ OGS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
15 E. 5TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2017
(Street)
TULSA, OK74103
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 02/20/2017 M 5,865 ( 1 ) A $ 63.97 ( 1 ) 7,091 D
Common stock, par value $0.01 02/20/2017 F 2,766 ( 1 ) D $ 63.97 ( 1 ) 4,325 D
Common stock, par value $0.01 02/18/2017 M 1,021 ( 2 ) A $ 63.97 ( 2 ) 5,346 D
Common stock, par value $0.01 02/18/2017 F 534 ( 2 ) D $ 63.97 ( 2 ) 4,812 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 (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 Secur ities 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
Performance Units 2014 ( 1 ) 02/20/2017 M 2,825 ( 1 ) ( 1 ) Common stock, par value $0.01 2,825 $ 63.97 0 D
Restricted Units 2014 ( 2 ) 02/18/2017 M 950 ( 2 ) ( 2 ) Common stock, par value $0.01 950 $ 63.97 0 D
Performance Units 2017 ( 3 ) 02/20/2017 A 3,450 ( 3 ) ( 3 ) Common stock, par value $0.01 3,450 $ 63.97 3,450 D
Restricted Units 2017 ( 4 ) 02/20/2017 A 850 ( 4 ) ( 4 ) Common stock, par value $0.01 850 $ 63.97 850 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bender Mark A.
15 E. 5TH STREET
TULSA, OK74103
See Remarks
Signatures
/s/ Brian K. Shore, Attorney-in-Fact for Mark A. Bender 02/22/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Performance units awarded under Issuer's Equity Compensation Plan. The award vested on February 18, 2017, and was certified by the Executive Compensation Committee of the Board of Directors on February 20, 2017. The award vested in an amount equal to 193% of the performance units awarded based upon Issuer's total shareholder return compared to total shareholder return of a selected peer group plus accrued dividends of 413 shares. The award was payable one share of Issuer's common stock for each vested performance unit and accrued dividends.
( 2 )Restricted units awarded under Issuer's Equity Compensation Plan. The award vested on February 18, 2017. The award was payable one share of Issuer's common stock for each vested restricted unit and accrued dividends of 71 shares.
( 3 )Performance units awarded under the Issuer's Equity Compensation Plan. The award will vest on February 15, 2020, for a percentage (0% to 200%) of the performance units awarded based upon the Issuer's total shareholder return compared to total stockholder return of a selected peer group. 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 shares are issued. The award and credited dividend equivalents will be payable one share of the Issuer's common stock for each vested performance unit and dividend equivalent.
( 4 )Restricted units awarded under the Issuer's Equity Compensation Plan. The award vests on February 15, 2020. 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 and dividend equivalent.

Remarks:
Senior Vice President, Administration and Chief Information Officer

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