ONE Gas, Inc. — Director's Dealing 2019

Feb 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONE Gas, Inc. (OGS)
CIK: 0001587732
Period of Report: 2019-02-18

Reporting Person: Lawhorn Caron A (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-18	Common stock, par value $0.01	M	11809	$83.94	Acquired	128482	Direct
2019-02-18	Common stock, par value $0.01	F	5234	$83.94	Disposed	123248	Direct
2019-02-18	Common stock, par value $0.01	M	1476	$83.94	Acquired	124724	Direct
2019-02-18	Common stock, par value $0.01	F	707	$83.94	Disposed	124017	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-18	Performance Units 2016	$	M	5500	Disposed		Common stock, par value $0.01 (5500)	Direct
2019-02-18	Restricted Units 2016	$	M	1375	Disposed		Common stock, par value $0.01 (1375)	Direct
2019-02-18	Performance Units 2019	$	A	4051	Acquired		Common stock, par value $0.01 (4051)	Direct
2019-02-18	Restricted Units 2019	$	A	1013	Acquired		Common stock, par value $0.01 (1013)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, par value $0.01	1100	Indirect

Footnotes

F1: Performance units awarded under Issuer's Equity Compensation Plan. The award vested on February 18, 2019, and was certified by the Executive Compensation Committee of the Board of Directors on February 18, 2019. 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 809 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, 2019. The award was payable one share of Issuer's common stock for each vested restricted unit and accrued dividends of 101 shares.

F3: Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award will vest on February 19, 2022, 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 Amended and Restated Equity Compensation Plan (2018). The award vests on February 19, 2022. 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.