ONE Gas, Inc. — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONE Gas, Inc. (OGS)
CIK: 0001587732
Period of Report: 2017-02-18

Reporting Person: Lawhorn Caron A (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-20	Common stock, par value $0.01	M	25018	$63.97	Acquired	115442	Direct
2017-02-20	Common stock, par value $0.01	F	11746	$63.97	Disposed	103696	Direct
2017-02-18	Common stock, par value $0.01	M	3254	$63.97	Acquired	106950	Direct
2017-02-18	Common stock, par value $0.01	F	1587	$63.97	Disposed	105363	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-20	Performance Units 2014	$	M	12050	Disposed		Common stock, par value $0.01 (12050)	Direct
2017-02-18	Restricted Units 2014	$	M	3025	Disposed		Common stock, par value $0.01 (3025)	Direct
2017-02-20	Performance Units 2017	$	A	5000	Acquired		Common stock, par value $0.01 (5000)	Direct
2017-02-20	Restricted Units 2017	$	A	1250	Acquired		Common stock, par value $0.01 (1250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, par value $0.01	1049	Indirect

Footnotes

F1: Performance units awarded under Issuer's Equity Compensation Plan. The award vested on February 18, 2017, and was certified by the Executive Compensation Committee of the Board of Directors on February 20, 2017. The award vested in an amount equal to 193% of the performance units awarded based upon Issuer's total shareholder return compared to total shareholder return of a selected peer group plus accrued dividends of 1,761 shares. The award was payable one share of Issuer's common stock for each vested performance unit and accrued dividends.

F2: Restricted units awarded under Issuer's Equity Compensation Plan. The award vested on February 18, 2017. The award was payable one share of Issuer's common stock for each vested restricted unit and accrued dividends of 229 shares.

F3: Performance units awarded under the Issuer's Equity Compensation Plan. The award will vest on February 15, 2020, 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.

F4: Restricted units awarded under the Issuer's Equity Compensation Plan. The award vests on February 15, 2020. 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.