ONE Gas, Inc. — Director's Dealing 2016

Feb 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONE Gas, Inc. (OGS)
CIK: 0001587732
Period of Report: 2016-02-16

Reporting Person: Bender Mark A. (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-16	Performance Units 2016	$	A	3425	Acquired		Common stock, par value $0.01 (3425)	Direct
2016-02-16	Restricted Units 2016	$	A	850	Acquired		Common stock, par value $0.01 (850)	Direct

Footnotes

F1: Performance units awarded under the Issuer's Equity Compensation Plan. The award will vest on February 18, 2019, 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. 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.

F2: Restricted units awarded under the Issuer's Equity Compensation Plan. The award vests on February 18, 2019. 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.