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: RODRIGUEZ EDUARDO A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-31	Common stock, par value $0.01	J	4526	—	Acquired	4526	Direct
2014-02-18	Common stock, par value $0.01	A	2563	$33.155	Acquired	2563	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-31	Phantom Stock	$	J	580	Acquired		Common stock, par value $0.01 (580)	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 4,526 shares of ONE Gas common stock and a total of 580 shares of ONE Gas phantom stock. The acquisition of shares as a result of the Distribution was exempt pursuant to Rule 16a-9.

F2: Annual stock retainer shares are issued under ONE Gas' Equity Compensation Plan.

F3: Shares of phantom stock are convertible into ONE Gas common stock on a 1-for-1 ratio.

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.