ONE Gas, Inc. — Director's Dealing 2015

Feb 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONE Gas, Inc. (OGS)
CIK: 0001587732
Period of Report: 2015-02-17

Reporting Person: DINAN CURTIS (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-17	Common stock, par value $0.01	M	61605	$41.40	Acquired	84158	Direct
2015-02-17	Common stock, par value $0.01	F	26930	$41.40	Disposed	57228	Direct
2015-02-17	Common stock, par value $0.01	M	8976	$41.40	Acquired	66204	Direct
2015-02-17	Common stock, par value $0.01	F	2991	$41.40	Disposed	63213	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-17	Performance Units 2012	$	M	61605	Disposed		Common stock, par value $0.01 (61605)	Direct
2015-02-17	Restricted Units 2012	$	M	8976	Disposed		Common stock, par value $0.01 (8976)	Direct
2015-02-17	Performance Units 2015	$	A	7725	Acquired		Common stock, par value $0.01 (7725)	Direct
2015-02-17	Restricted Units 2015	$	A	1925	Acquired		Common stock, par value $0.01 (1925)	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"). In connection with the Distribution, performance units were awarded under ONE Gas' Equity Compensation Plan, pursuant to that certain Employee Matters Agreement by and between ONEOK and ONE Gas, dated January 14, 2014 (the "Employee Matters Agreement"). The award vested on February 15, 2015, and was certified by the Board of Directors on February 17, 2015. A portion of the award, or 12,423 performance units, vested in an amount equal to 150% of the performance units awarded based upon ONE Gas' total stockholder return compared to total stockholder return of a selected peer group. The remainder of the award vested in an amount equal to the number of performance units awarded. The award was payable one share of ONE Gas' common stock for each vested performance unit.

F2: Restricted units awarded under ONE Gas' Equity Compensation Plan, pursuant to the Employee Matters Agreement entered into in connection with the Distribution. The award vested on February 15, 2015. The award was payable one share of ONE Gas' common stock for each vested restricted unit.

F3: Performance units awarded under the Issuer's Equity Compensation Plan. The award will vest on February 17, 2018, for a percentage (0% to 200%) of the performance units awarded based upon the Issuer's total stockholder return compared to total stockholder return of a selected peer group. During the 3-year vesting period, the award will be credited with dividend equivalents that will be paid out in shares of common stock at the time the underlying units vest and shares 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.

F4: Restricted units awarded under the Issuer's Equity Compensation Plan. The award vests on February 17, 2018. During the 3-year vesting period, the award will be credited with dividend equivalents that will be paid out in shares of common stock at the time the underlying units vest and 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.