Curtis Dinan - Feb 20, 2023 Form 4 Insider Report for ONE Gas, Inc. (OGS)

Role
Senior Vice President and Chief Operating Officer
Signature
/s/ Brian K. Shore, Attorney-in-Fact for Curtis L. Dinan
Stock symbol
OGS
Transactions as of
Feb 20, 2023
Transactions value $
$444,610
Form type
4
Date filed
2/22/2023, 03:06 PM
Previous filing
Feb 23, 2022
Next filing
Feb 21, 2024

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 $209K +2.55K +1.93% $81.79 135K Feb 20, 2023 Direct F1
transaction OGS Common stock, par value $0.01 Tax liability -$96.9K -1.19K -0.88% $81.79 134K Feb 20, 2023 Direct F1
transaction OGS Common stock, par value $0.01 Options Exercise $79K +966 +0.72% $81.79 135K Feb 20, 2023 Direct F2
transaction OGS Common stock, par value $0.01 Tax liability -$34.8K -426 -0.32% $81.79 134K Feb 20, 2023 Direct F2
holding OGS Common stock, par value $0.01 5.64K Feb 20, 2023 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 2020 Options Exercise -$289K -3.53K -100% $81.79 0 Feb 20, 2023 Common stock, par value $0.01 3.53K Direct F1
transaction OGS Restricted Units 2020 Options Exercise -$72.2K -883 -100% $81.79 0 Feb 20, 2023 Common stock, par value $0.01 883 Direct F2
transaction OGS Performance Units 2023 Award $520K +6.36K $81.79 6.36K Feb 20, 2023 Common stock, par value $0.01 6.36K Direct F3, F4
transaction OGS Restricted Units 2023 Award $130K +1.59K $81.79 1.59K Feb 20, 2023 Common stock, par value $0.01 1.59K 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 18, 2023, and was certified by the Executive Compensation Committee of the Board of Directors on February 20, 2023. The award vested in an amount equal to 66% 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 219 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 18, 2023. The award was payable one share of Issuer's common stock for each vested restricted unit and accrued dividends of 83 shares.
F3 Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award will vest on February 14, 2026, 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, 2023, through December 31, 2025. 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. 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.
F4 (continued from footnote 3) 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 14, 2026. 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 Operating Officer