ONEOK INC /NEW/ — Director's Dealing 2015

Feb 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONEOK INC /NEW/ (OKE)
CIK: 0001039684
Period of Report: 2015-02-18

Reporting Person: HULSE WALTER S III (EVP STRATEGIC PLNG & CORP DEV)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-18	Performance Units 2015	$	A	12450.0	Acquired		Common Stock, par value $.0.01 (12450)	Direct
2015-02-18	Restricted Units 2015	$	A	3100.0	Acquired		Common Stock, par value $.0.01 (3100)	Direct

Footnotes

F1: Walter S. Hulse III became Executive Vice President-Strategic Planning and Corporate Affairs for ONEOK, Inc. effective February 18, 2015. On that same date, he was awarded, as part of the Issuer?s regular annual cycle for equity-based long-term incentive awards, the performance- and restricted-unit grants that are listed in Table II.

F2: Performance units awarded under the Issuer's Equity Compensation Plan. The award will vest on February 18, 2018, for a percentage (0% to 200%) of the performance units awarded based upon the Issuer's total shareholder return compared to total shareholder 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.

F3: Restricted units awarded under the Issuer's Long Term Incentive Plan. The award vests on February 18, 2018. 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.