Officer Sighinolfi Christopher P. exercised 1,264 shares at a strike of $28.62 and covered exercise/tax liability with 233 shares, increasing direct ownership by 72% to 2,461 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) |
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 | M | 758.352(1)(2) | A | $0(1)(2) | 2,188.593(1)(2) | D | |||
| Common stock, par value $0.01 | 02/18/2025 | F | 59.149(1)(2) | D | $71.53(1)(2) | 2,129.444 | D | |||
| Common stock, par value $0.01 | 02/18/2025 | M | 505.939(3) | A | $71.53(3) | 2,635.383 | D | |||
| Common stock, par value $0.01 | 02/18/2025 | F | 174.043(3) | D | $71.53(3) | 2,461.34 | 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 | ||||||||
| Performance Units 2022 | (1)(2) | 02/18/2025 | M | 1,364 | (1)(2) | (1)(2) | Common stock, par value $0.01 | 1,364 | $0(1)(2) | 0 | D | ||||
| Restricted Units 2022 | (3) | 02/18/2025 | M | 455 | (3) | (3) | Common stock, par value $0.01 | 455 | $71.53(3) | 0 | D | ||||
| Performance Units 2025 | (4) | 02/18/2025 | A | 5,662 | (4) | (4) | Common stock, par value $0.01 | 5,662 | $71.53(4) | 5,662 | D | ||||
| Restricted Units 2025 | (5) | 02/18/2025 | A | 3,775 | (5) | (5) | Common stock, par value $0.01 | 3,775 | $71.53(5) | 3,775 | D | ||||
| Explanation of Responses: |
| 1. Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018) (the "ECP"). The award, including dividend equivalents, vested on February 15, 2025, in an amount equal to 50% of the performance units awarded based upon Issuer's total shareholder return compared to the total shareholder return of a selected peer group and was certified by the Executive Compensation Committee of the Board of Directors on February 17, 2025. The reporting person's receipt of 758.352 shares of common stock was deferred under the ECP resulting in the reporting person's receipt of 758.352 deferred stock units. The deferred stock units become payable in shares of common stock after the reporting person's termination of service, pursuant to the reporting person's distribution election under the ECP. The reporting person is therefore reporting the disposition of 758.352 shares of common stock in exchange for an equal number of deferred stock units. |
| 2. (Continued from footnote 1) The reporting person had 59.149 shares withheld and cancelled in respect of taxes in connection with the vesting of the performance units. |
| 3. Restricted units awarded under Issuer's Amended and Restated Equity Compensation Plan (2018). The award vested on February 15, 2025. 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 were issued. The award and credited dividend equivalents were payable one share of the Issuer's common stock for each vested restricted unit, including additional restricted units resulting from the dividend equivalents. |
| 4. Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award will vest on February 19, 2028, 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 over the performance period from January 1, 2025, through December 31, 2027, in accordance with the terms of the Performance Unit Award Agreement. During the 3-year vesting period, the award will be credited with dividend equivalents that will be paid out at the time the underlying units 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. |
| 5. Restricted units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award vests on February 19, 2028, in accordance with the terms of the Restricted Unit Award Agreement. During the 3-year vesting period, the award will be credited with dividend equivalents that will be paid out at the time the underlying units 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 Financial Officer |
| /s/ Brian K. Shore, Attorney-in-Fact for Christopher P. Sighinolfi | 02/20/2025 | |
| ** 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. | ||