ONE Gas, Inc. — Director's Dealing 2018

Feb 22, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONE Gas, Inc. (OGS)
CIK: 0001587732
Period of Report: 2018-02-21

Reporting Person: Bender Mark A. (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-19	Common stock, par value $0.01	M	5867	$68.17	Acquired	11070	Direct
2018-02-19	Common stock, par value $0.01	F	2613	$68.17	Disposed	8457	Direct
2018-02-17	Common stock, par value $0.01	M	974	$68.17	Acquired	9431	Direct
2018-02-17	Common stock, par value $0.01	F	484	$68.17	Disposed	8947	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-19	Performance Units 2015	$	M	2725	Disposed		Common stock, par value $0.01 (2725)	Direct
2018-02-17	Restricted Units 2015	$	M	900	Disposed		Common stock, par value $0.01 (900)	Direct
2018-02-19	Performance Units 2018	$	A	3345	Acquired		Common stock, par value $0.01 (3345)	Direct
2018-02-19	Restricted Units 2018	$	A	836	Acquired		Common stock, par value $0.01 (836)	Direct

Footnotes

F1: Performance units awarded under Issuer's Equity Compensation Plan. The award vested on February 17, 2018, and was certified by the Executive Compensation Committee of the Board of Directors on February 19, 2018. The award vested in an amount equal to 200% 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 417 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 17, 2018. The award was payable one share of Issuer's common stock for each vested restricted unit and accrued dividends of 74 shares.

F3: Performance units awarded under the Issuer's Equity Compensation Plan. The award will vest on February 13, 2021, 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 13, 2021. 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.