ONE Gas, Inc. — Director's Dealing 2016

Feb 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONE Gas, Inc. (OGS)
CIK: 0001587732
Period of Report: 2016-02-22

Reporting Person: McCormick Joseph L (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-22	Common stock, par value $0.01	M	15806	$58.36	Acquired	31593	Direct
2016-02-22	Common stock, par value $0.01	F	5342	$58.36	Disposed	26251	Direct
2016-02-22	Common stock, par value $0.01	M	2901	$58.36	Acquired	29152	Direct
2016-02-22	Common stock, par value $0.01	F	999	$58.36	Disposed	28153	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-22	Performance Units 2013	$	M	15806	Disposed		Common stock, par value $0.01 (15806)	Direct
2016-02-22	Restricted Units 2013	$	M	2901	Disposed		Common stock, par value $0.01 (2901)	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 20, 2016, and was certified by the Executive Compensation Committee of the Board of Directors on February 22, 2016. A portion of the award, or 11,943 performance units, vested in an amount equal to 177% of the performance units awarded based upon ONE Gas' total shareholder return compared to total shareholder return of a selected peer group plus accrued dividends of 503.48 shares.

F2: (Continued from Footnote 1) The remainder of the award vested in an amount equal to 200% of the performance units awarded based upon ONEOK's total shareholder return compared to total shareholder return of the ONEOK referenced peer group over the performance period from the original grant date to January 31, 2014, plus accrued dividends of 262.84 shares. The award was payable one share of ONE Gas' common stock for each vested performance unit and accrued dividends.

F3: 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 20, 2016. The award was payable one share of ONE Gas' common stock for each vested restricted unit and accrued dividends of 140.70 shares.