ONE Gas, Inc. — Director's Dealing 2021

Feb 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONE Gas, Inc. (OGS)
CIK: 0001587732
Period of Report: 2021-02-15

Reporting Person: Bender Mark A. (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-15	Common stock, par value $0.01	M	4392	$72.69	Acquired	21764	Direct
2021-02-15	Common stock, par value $0.01	F	1969	$72.69	Disposed	19795	Direct
2021-02-15	Common stock, par value $0.01	M	899	$72.69	Acquired	20694	Direct
2021-02-15	Common stock, par value $0.01	F	446	$72.69	Disposed	20248	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-15	Performance Units 2018	$	M	3345	Disposed		Common stock, par value $0.01 (3345)	Direct
2021-02-15	Restricted Units 2018	$	M	836	Disposed		Common stock, par value $0.01 (836)	Direct
2021-02-15	Performance Units 2021	$	A	3577	Acquired		Common stock, par value $0.01 (3577)	Direct
2021-02-15	Restricted Units 2021	$	A	894	Acquired		Common stock, par value $0.01 (894)	Direct

Footnotes

F1: Performance units awarded under Issuer's Equity Compensation Plan. The award vested on February 13, 2021, and was certified by the Executive Compensation Committee of the Board of Directors on February 15, 2021. The award vested in an amount equal to 122% 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 311 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 13, 2021. The award was payable one share of Issuer's common stock for each vested restricted unit and accrued dividends of 63 shares.

F3: Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award will vest on February 17, 2024, 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 17, 2024. 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.