(OKE)

Role: Senior VP Natural Gas Pipeline
Signature: By: Pat Cipolla, Attorney-in-Fact For: Charles M. Kelley
Stock symbol: OKE
Transactions as of: Feb 22, 2023
Transactions value $: $1,000,015
Form type: 4
Date filed: 2/24/2023, 04:14 PM
Previous filing: Feb 22, 2023
Next filing: Feb 23, 2024

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	OKE	PSU 2023	Award	$800K	+12.1K		$66.38	12.1K	Feb 22, 2023	Common Stock, par value $.0.01	12.1K		Direct	F1
transaction	OKE	RSU 2023	Award	$200K	+3.01K		$66.38	3.01K	Feb 22, 2023	Common Stock, par value $.0.01	3.01K		Direct	F2

* 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 Equity Incentive Plan. The award will vest on February 22, 2026, for a percentage (0% to 200%) of performance units awarded based upon the Issuer's total shareholder return compared to total shareholder return of a selected peer group, subject to the certification by Executive Compensation Committee of the applicable performance requirements. 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, including additional performance units resulting from dividend equivalents.
F2	Restricted units awarded under Issuer's Equity Incentive Plan. The award vests on February 22, 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, including additional restricted units resulting from dividend equivalents.

Content

Performance units awarded under Issuer's Equity Incentive Plan. The award will vest on February 22, 2026, for a percentage (0% to 200%) of performance units awarded based upon the Issuer's total shareholder return compared to total shareholder return of a selected peer group, subject to the certification by Executive Compensation Committee of the applicable performance requirements. 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, including additional performance units resulting from dividend equivalents.

Restricted units awarded under Issuer's Equity Incentive Plan. The award vests on February 22, 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, including additional restricted units resulting from dividend equivalents.