Douglas J. May - Sep 25, 2023 Form 4 Insider Report for Magellan Midstream Partners, L.P. (MMP)

Role: Senior Vice President
Signature: By: Richard Carson, Attorney-in fact for Douglas J. May
Stock symbol: MMP
Transactions as of: Sep 25, 2023
Transactions value $: $0
Form type: 4
Date filed: 9/27/2023, 09:44 PM
Previous filing: Jan 26, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MMP	Common Units	Disposed to Issuer		-71.5K	-100%		0	Sep 25, 2023	Direct	F1

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	MMP	Phantom Units	Disposed to Issuer		-33.2K	-100%		0	Sep 25, 2023	Common Units	33.2K		Direct	F2
transaction	MMP	Phantom Units	Disposed to Issuer		-66.4K	-100%		0	Sep 25, 2023	Common Units	66.4K		Direct	F3

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

Douglas J. May is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated as of May 14, 2023 (the "Merger Agreement"), by and among ONEOK, Inc. ("ONEOK"), Otter Merger Sub LLC, and Magellan Midstream Partners, L.P. ("Magellan"), each unit of Magellan (the "Magellan Unit") issued and outstanding immediately prior to the time of the merger became effective (the "Effective Time"), was converted into the right to receive 0.667 shares of ONEOK common stock (the "ONEOK Common Stock"). On September 25, 2023, the closing price of one share of ONEOK common stock was $66.54.
F2	Pursuant to the Merger Agreement, each award of phantom units of Magellan ("Magellan Award") based solely on the passage of time that was outstanding at the Effective Time was assumed by ONEOK and converted, on the same terms and conditions of such Magellan Award, into a restricted stock unit award of ONEOK equal to the product obtained by multiplying (x) the number of Magellan Units underlying the Magellan Award by (y) the Equity Exchange Ratio (as defined in the Merger Agreement) and rounded up or down to the nearest whole share of ONEOK Common Stock.
F3	Pursuant to the Merger Agreement, each Magellan Award based on performance metrics that was outstanding at the Effective Time was assumed by ONEOK and converted, on the same terms and conditions of such Magellan Award, into a restricted stock unit award of ONEOK equal to the product obtained by multiplying (x) the number of Magellan Units underlying the Magellan Award, assuming achievement of the applicable performance-based vesting condition at the maximum level, by (y) the Equity Exchange Ratio (as defined in the Merger Agreement) and rounded up or down to the nearest whole share of ONEOK Common Stock.