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Sec Form 4 Filing - McAnnally Robert S. @ ONE Gas Inc. - 2021-02-15

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
McAnnally Robert S.
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)
02/15/2021
(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 02/15/2021 M 6,164 ( 1 ) A $ 72.69 ( 1 ) 25,702 D
Common stock, par value $0.01 02/15/2021 F 2,727 ( 1 ) D $ 72.69 ( 1 ) 22,975 D
Common stock, par value $0.01 02/15/2021 M 1,263 ( 2 ) A $ 72.69 ( 2 ) 24,238 D
Common stock, par value $0.01 02/15/2021 F 624 ( 2 ) D $ 72.69 ( 2 ) 23,614 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 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
Performance Units 2018 ( 1 ) 02/15/2021 M 4,694 ( 1 ) ( 1 ) Common stock, par value $0.01 4,694 $ 72.69 ( 1 ) 0 D
Restricted Units 2018 ( 2 ) 02/15/2021 M 1,174 ( 2 ) ( 2 ) Common stock, par value $0.01 1,174 $ 72.69 ( 2 ) 0 D
Performance Units 2021 ( 3 ) 02/15/2021 A 5,778 ( 3 ) ( 3 ) Common stock, par value $0.01 5,778 $ 72.69 ( 3 ) 5,778 D
Restricted Units 2021 ( 4 ) 02/15/2021 A 1,444 ( 4 ) ( 4 ) Common stock, par value $0.01 1,444 $ 72.69 ( 4 ) 1,444 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McAnnally Robert S.
15 E. 5TH STREET
TULSA, OK74103
See Remarks
Signatures
/s/ Brian K. Shore, Attorney-in-Fact for Robert S. McAnnally 02/17/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Performance units awarded under Issuer's Equity Compensation Plan. The award vested on February 13, 2021, and was certified by the Executive Compensation Committee of the Board of Directors on February 15, 2021. The award vested in an amount equal to 122% 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 437 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 13, 2021. The award was payable one share of Issuer's common stock for each vested restricted unit and accrued dividends of 89 shares.
( 3 )Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award will vest on February 17, 2024, 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 Amended and Restated Equity Compensation Plan (2018). 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 and dividend equivalent.

Remarks:
Senior Vice President and Chief Operating Officer

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).

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