ONE Gas Form 3 / William Kent Shortridge ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Shortridge William Kent

(Last)

(First)

(Middle)

15 EAST 5TH STREET

(Street)

TULSA

74103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2022

3. Issuer Name and Ticker or Trading Symbol
ONE Gas, Inc. [ OGS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01	8,066	D
Common stock, par value $0.01	1,275	I	by 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Units 2014	⁽¹⁾	⁽¹⁾	Common stock, par value $0.01	2,701	63.97	D
Performance Units 2020	⁽²⁾	⁽²⁾	Common stock, par value $0.01	1,013	⁽²⁾	D
Performance Units 2021	⁽²⁾	⁽²⁾	Common stock, par value $0.01	1,702	⁽²⁾	D
Performance Units 2022	⁽²⁾	⁽²⁾	Common stock, par value $0.01	1,871	⁽²⁾	D
Restricted Units 2020	⁽³⁾	⁽³⁾	Common stock, par value $0.01	338	⁽³⁾	D
Restricted Units 2021	⁽³⁾	⁽³⁾	Common stock, par value $0.01	567	⁽³⁾	D
Restricted Units 2022	⁽³⁾	⁽³⁾	Common stock, par value $0.01	468	⁽³⁾	D

Explanation of Responses:

1. Performance units deferred in accordance with the Issuer's Amended and Restated Equity Compensation Plan (2018) (the "Plan"). The 2014 performance unit award vested on February 18, 2017, based upon the Issuer's total stockholder return compared to total stockholder return of a selected peer group. During the 3-year vesting period, the award was credited with dividend equivalents that will be paid out in shares of common stock at the time the underlying units are issued. The deferred performance units continue to accrue dividend equivalents until the underlying units are settled. 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, at the distribution date described in the Plan.

2. Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The performance unit award for 2020, 2021 and 2022 vests on February 18, 2023, February 17, 2024, and February 15, 2025, respectively, for a percentage (0% to 200%) of the performance units awarded based upon the Issuer's total stockholder return compared to total stockholder return of a selected peer group. 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.

3. Restricted units awarded under the Issuer's Equity Compensation Plan. The restricted unit award for 2020, 2021 and 2022 vests on February 18, 2023, February 17, 2024, and February 15, 2025, respectively. 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, Operations and Customer Service

	/s/ Brian K. Shore, Attorney-in-Fact for William K. Shortridge	03/14/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ONE Gas (OGS) Form 3ONE Gas / William Kent Shortridge ownership change