Lawhorn Caron A covered exercise/tax liability with 1,237 shares and exercised 2,938 shares at a strike of $63.85, increasing direct ownership by 1% to 141,230 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) 06/28/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | 06/28/2024 | M | 1,466(1) | A | $63.85(1) | 140,995 | D | |||
| Common stock, par value $0.01 | 06/28/2024 | F | 617(1) | D | $63.85(1) | 140,378 | D | |||
| Common stock, par value $0.01 | 06/28/2024 | M | 1,040(2) | A | $63.85(2) | 141,418 | D | |||
| Common stock, par value $0.01 | 06/28/2024 | F | 438(2) | D | $63.85(2) | 140,980 | D | |||
| Common stock, par value $0.01 | 06/28/2024 | M | 432(3) | A | $63.85(3) | 141,412 | D | |||
| Common stock, par value $0.01 | 06/28/2024 | F | 182(3) | D | $63.85(3) | 141,230 | 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 | ||||||||
| Restricted Units 2021 | (1) | 06/28/2024 | M | 1,376 | (1) | (1) | Common stock, par value $0.01 | 1,376 | $63.85(1) | 0 | D | ||||
| Restricted Units 2022 | (2) | 06/28/2024 | M | 1,559 | (2) | (2) | Common stock, par value $0.01 | 1,559 | $63.85(2) | 0 | D | ||||
| Restricted Units 2023 | (3) | 06/28/2024 | M | 1,467 | (3) | (3) | Common stock, par value $0.01 | 1,467 | $63.85(3) | 0 | D | ||||
| Explanation of Responses: |
| 1. In conjunction with Ms. Lawhorn's retirement on December 31, 2023, distribution of restricted units awarded under Issuer's Amended and Restated Equity Compensation Plan (2018). The award vested on a pro-rata basis, in accordance with the terms of the Restricted Unit Award Agreement dated February 15, 2021. The award vested on June 28, 2024, six months following the date of retirement. 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. |
| 2. In conjunction with Ms. Lawhorn's retirement on December 31, 2023, distribution of restricted units awarded under Issuer's Amended and Restated Equity Compensation Plan (2018). The award vested on a pro-rata basis, in accordance with the terms of the Restricted Unit Award Agreement dated February 21, 2022. The award vested on June 28, 2024, six months following the date of retirement. 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. |
| 3. In conjunction with Ms. Lawhorn's retirement on December 31, 2023, distribution of restricted units awarded under Issuer's Amended and Restated Equity Compensation Plan (2018). The award vested on a pro-rata basis, in accordance with the terms of the Restricted Unit Award Agreement dated February 20, 2023. The award vested on June 28, 2024, six months following the date of retirement. 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: |
| Retired Senior Vice President and Chief Financial Officer |
| /s/ Brian K. Shore, Attorney-in-Fact for Caron A. Lawhorn | 07/02/2024 | |
| ** 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. | ||