Sec Form 4 Filing - Lawhorn Caron A @ ONE Gas, Inc. - 2024-06-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Lawhorn Caron A
2. Issuer Name and Ticker or Trading Symbol
ONE Gas, Inc. [ OGS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
15 E. 5TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/28/2024
(Street)
TULSA, OK74103
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common stock, par value $0.01 06/28/2024 M 1,466 ( 1 ) A $ 63.85 ( 1 ) 140,995 D
Common stock, par value $0.01 06/28/2024 F 617 ( 1 ) D $ 63.85 ( 1 ) 140,378 D
Common stock, par value $0.01 06/28/2024 M 1,040 ( 2 ) A $ 63.85 ( 2 ) 141,418 D
Common stock, par value $0.01 06/28/2024 F 438 ( 2 ) D $ 63.85 ( 2 ) 140,980 D
Common stock, par value $0.01 06/28/2024 M 432 ( 3 ) A $ 63.85 ( 3 ) 141,412 D
Common stock, par value $0.01 06/28/2024 F 182 ( 3 ) D $ 63.85 ( 3 ) 141,230 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Units 2021 ( 1 ) 06/28/2024 M 1,376 ( 1 ) ( 1 ) Common stock, par value $0.01 1,376 $ 63.85 ( 1 ) 0 D
Restricted Units 2022 ( 2 ) 06/28/2024 M 1,559 ( 2 ) ( 2 ) Common stock, par value $0.01 1,559 $ 63.85 ( 2 ) 0 D
Restricted Units 2023 ( 3 ) 06/28/2024 M 1,467 ( 3 ) ( 3 ) Common stock, par value $0.01 1,467 $ 63.85 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lawhorn Caron A
15 E. 5TH STREET
TULSA, OK74103
See Remarks
Signatures
/s/ Brian K. Shore, Attorney-in-Fact for Caron A. Lawhorn 07/02/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In conjunction with Ms. Lawhorn's retirement on December 31, 2023, distribution of restricted units awarded under Issuer's Amended and Restated Equity Compensation Plan (2018). The award vested on a pro-rata basis, in accordance with the terms of the Restricted Unit Award Agreement dated February 15, 2021. The award vested on June 28, 2024, six months following the date of retirement. 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.
( 2 )In conjunction with Ms. Lawhorn's retirement on December 31, 2023, distribution of restricted units awarded under Issuer's Amended and Restated Equity Compensation Plan (2018). The award vested on a pro-rata basis, in accordance with the terms of the Restricted Unit Award Agreement dated February 21, 2022. The award vested on June 28, 2024, six months following the date of retirement. 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.
( 3 )In conjunction with Ms. Lawhorn's retirement on December 31, 2023, distribution of restricted units awarded under Issuer's Amended and Restated Equity Compensation Plan (2018). The award vested on a pro-rata basis, in accordance with the terms of the Restricted Unit Award Agreement dated February 20, 2023. The award vested on June 28, 2024, six months following the date of retirement. 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:
Retired Senior Vice President and Chief Financial Officer

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