Amendment: Officer Sighinolfi Christopher P. covered exercise/tax liability with 192 shares and exercised 506 shares at a strike of $71.53, increasing direct ownership by 14% to 2,503 units (SEC Form 4)
$OGS
Oil/Gas Transmission
Utilities
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ONE Gas, Inc. [ OGS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/18/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/20/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 $0.01 | 02/18/2025 | F | 17.822(1) | D | $71.53 | 2,170.771(2) | D | |||
| Common stock, par value $0.01 | 02/18/2025 | M | 505.939 | A | $71.53 | 2,676.71(2) | D | |||
| Common stock, par value $0.01 | 02/18/2025 | F | 174.043 | D | $71.53 | 2,502.667(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. The Form 4, as originally filed on February 20, 2025, incorrectly reported in line 2 of Column 4 of Table I, 59.149 shares were withheld and cancelled for taxes in connection with vesting of 758.352 performance unit shares deferred by the reporting person. Later, the issuer revised the actual number of shares required based on updated withholding calculations. Thus, as reported in this amendment, the reporting person only surrendered 17.822 shares of the issuer's Common Stock to satisfy those tax withholding obligations, and this amendment corrects that amount. |
| 2. After recalculation of 17.822 shares withheld and cancelled for taxes as reported on line 1 of Column 4 of Table I above, the share difference of 41.327 has been corrected in the calculations shown in Column 5 of Table I on lines 1, 2 and 3. The new totals in Column 5 above amends the totals reported on lines 2, 3 and 4 of Column 5 of Table 1 as originally filed in the Form 4 on February 20, 2025. |
| Remarks: |
| Senior Vice President and Chief Financial Officer |
| /s/ Brian K. Shore, Attorney-in-Fact for Christopher P. Sighinolfi | 04/07/2025 | |
| ** 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. | ||