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ONEOK INC /NEW/ Director's Dealing 2015

Feb 18, 2015

30036_dirs_2015-02-18_3090cca9-a3dd-49d8-bd9e-61baea99ceec.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONEOK INC /NEW/ (OKE)
CIK: 0001039684
Period of Report: 2015-02-15

Reporting Person: MIERS SHEPPARD F III (VP & Chief Accounting Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-15 Common Stock, par value $.0.01 M 800.0 $47.685 Acquired 21161.821 Direct
2015-02-15 Common Stock, par value $.0.01 F 304.0 $47.685 Disposed 20857.821 Direct
2015-02-15 Common Stock, par value $.0.01 M 128.0 $47.685 Acquired 20985.821 Direct
2015-02-15 Common Stock, par value $.0.01 M 2160.0 $47.685 Acquired 23145.821 Direct
2015-02-15 Common Stock, par value $.0.01 F 740.0 $47.685 Disposed 22405.821 Direct
2015-02-15 Common Stock, par value $.0.01 M 346.0 $47.685 Acquired 22751.821 Direct
2015-02-15 Common Stock, par value $.0.01 F 110.6 $47.685 Disposed 22641.221 Direct
2015-02-15 Common Stock, par value $.0.01 F 49.0 $47.685 Disposed 22592.221 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-15 Performance Units 2012 $ M 2400.0 Disposed Common Stock, par value $.0.01 (2400) Direct
2015-02-15 Performance Units 2012-2 $ M 384.0 Disposed Common Stock, par value $.0.01 (384) Direct
2015-02-15 Restricted Units 2012 $ M 800.0 Disposed Common Stock, par value $.0.01 (800) Direct
2015-02-15 Restricted Units 2012-2 $ M 128.0 Disposed Common Stock, par value $.0.01 (128) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $.0.01 4058.42 Indirect

Footnotes

F1: Performance units awarded under the Issuer's Equity Compensation Plan. The award vested on February 15, 2015, at 90% of the performance units awarded based upon the Issuer's total stockholder return compared to total stockholder return of a selected peer group. Performance units were payable one share of the Issuer's common stock for each vested performance unit.

F2: Performance units awarded under the Issuer's Equity Compensation Plan to preserve the value of the 2012 performance units held by the reporting person at the time of the separation of the Issuer's natural gas distribution business into ONE Gas, Inc. These additional units vested following completion of the original vesting period on February 15, 2015, at 90% percent of the performance units awarded based upon the Issuer's total stockholder return compared to total stockholder return of a selected peer group. The award was payable one share of the Issuer's common stock for each vested performance unit.

F3: Restricted units awarded under the Issuer's Long Term Incentive Plan. The award vested on February 15, 2015, and was payable one share of the Issuer's common stock for each vested restricted unit.

F4: Restricted units awarded under the Issuer's Long-Term Incentive Plan to preserve the value of the 2012 restricted units held by the reporting person at the time of the separation of the Issuer's natural gas distribution business into ONE Gas, Inc. These additional units vested following completion of the original vesting period on February 15, 2015. The award was payable one share of the Issuer's common stock for each vested restricted unit.