Caron A. Lawhorn - Feb 21, 2022 Form 4 Insider Report for ONE Gas, Inc. (OGS)

Role: Senior Vice President and Chief Financial Officer
Signature: /s/ Brian K. Shore, Attorney-in-Fact for Caron A. Lawhorn
Stock symbol: OGS
Transactions as of: Feb 21, 2022
Transactions value $: $426,974
Form type: 4
Date filed: 2/23/2022, 06:04 PM
Previous filing: May 13, 2021
Next filing: May 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OGS	Common stock, par value $0.01	Options Exercise	$311K	+4.04K	+3.02%	$76.96	138K	Feb 21, 2022	Direct	F1
transaction	OGS	Common stock, par value $0.01	Tax liability	-$137K	-1.78K	-1.29%	$76.96	136K	Feb 21, 2022	Direct	F1
transaction	OGS	Common stock, par value $0.01	Options Exercise	$84.6K	+1.1K	+0.81%	$76.96	137K	Feb 21, 2022	Direct	F2
transaction	OGS	Common stock, par value $0.01	Tax liability	-$41.8K	-543	-0.4%	$76.96	137K	Feb 21, 2022	Direct	F2
holding	OGS	Common stock, par value $0.01						1.19K	Feb 21, 2022	by 401(k) Plan

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OGS	Performance Units 2019	Options Exercise	-$312K	-4.05K	-100%	$76.96	0	Feb 21, 2022	Common stock, par value $0.01	4.05K		Direct	F1
transaction	OGS	Restricted Units 2019	Options Exercise	-$78K	-1.01K	-100%	$76.96	0	Feb 21, 2022	Common stock, par value $0.01	1.01K		Direct	F2
transaction	OGS	Performance Units 2022	Award	$480K	+6.24K		$76.96	6.24K	Feb 21, 2022	Common stock, par value $0.01	6.24K		Direct	F3, F4
transaction	OGS	Restricted Units 2022	Award	$120K	+1.56K		$76.96	1.56K	Feb 21, 2022	Common stock, par value $0.01	1.56K		Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Performance units awarded under Issuer's Amended and Restated Equity Compensation Plan (2018). The award vested on February 19, 2022, and was certified by the Executive Compensation Committee of the Board of Directors on February 21, 2022. The award vested in an amount equal to 92% 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 317 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 Amended and Restated Equity Compensation Plan (2018). The award vested on February 19, 2022. The award was payable one share of Issuer's common stock for each vested restricted unit and accrued dividends of 86 shares.
F3	Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award will vest on February 15, 2025, 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 over the performance period from January 1, 2022, through December 31, 2024. The total shareholder return beginning stock price for the performance period is the average of the closing stock price for the 20 trading days immediately preceding the beginning of the performance period.
F4	(Continued From Footnote 3) The total shareholder return ending stock price for the performance period is the average of the closing price for the 20 trading days leading up to and including the last day of the performance period. 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.
F5	Restricted units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award vests on February 15, 2025. 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.

Remarks:

Senior Vice President and Chief Financial Officer