ONE Gas, Inc. — Director's Dealing 2014

Feb 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONE Gas, Inc. (OGS)
CIK: 0001587732
Period of Report: 2014-02-18

Reporting Person: GIBSON JOHN WILLIAM (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-31	Common stock, par value $0.01	J	212243	—	Acquired	186247	Direct
2014-01-31	Common stock, par value $0.01	J	4538	—	Acquired	4538	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Phantom Stock	$	A	2563	Acquired		Common Stock, par value $0.01 (2563)	Direct
2004-01-31	Performance Units	$	J	50496	Acquired		Common Stock, par value $0.01 (50496)	Direct
2004-01-31	Restricted Units	$	J	78316	Acquired		Common Stock, par value $0.01 (78316)	Direct

Footnotes

F1: On January 31, 2014, ONEOK, Inc. ("ONEOK") effected the distribution of 100% of the outstanding shares of common stock of ONE Gas, Inc. ("ONE Gas") held by ONEOK to ONEOK's shareholders (the "Distribution"). As a result of the Distribution, the reporting person received one share of ONE Gas common stock for every four shares of ONEOK common stock held on the record date for the Distribution, January 21, 2014, or a total of 216,781 shares (including those indirectly held) of ONE Gas common stock. The acquisition of shares as a result of the Distribution was exempt pursuant to Rule 16a-9.

F2: Shares of phantom stock are convertible into ONE Gas' common stock on a 1-for-1 ratio.

F3: Annual cash and/or stock retainer elected to be deferred to phantom stock under ONE Gas' Deferred Compensation Plan for Non-Employee Directors.

F4: Phantom stock is accrued under ONE Gas' Deferred Compensation Plan for Non-Employee Directors (the "Plan") and is settled in shares of ONE Gas common stock at the distribution date described in the Plan.

F5: Performance units received as a result of the Distribution pursuant to that certain Employee Matters Agreement by and between ONEOK and ONE Gas, dated January 14, 2014 (the "Employee Matters Agreement"), entered into in connection with the Distribution. These performance units were received due to the reporting person's deferral of ONEOK performance units after the relevant vesting period and are convertible into ONE Gas common stock on a 1-for-1 ratio.

F6: Restricted units received as a result of the Distribution pursuant to the Employee Matters Agreement. These restricted units were received due to the reporting person's deferral of ONEOK restricted units after the relevant vesting period and are convertible into ONE Gas common stock on a 1-for-1 ratio.