Spears Mary M Form 4 ONEOK / MARY M SPEARS ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SPEARS MARY M

(Last)

(First)

(Middle)

100 W. FIFTH ST.

(Street)

TULSA

74103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ONEOK INC /NEW/ [ OKE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01	02/17/2024		M		5,966.1903	A	⁽¹⁾	25,995.3061	D
Common Stock, par value $0.01	02/17/2024		F		2,716	D	$71.99	23,279.3061	D
Common Stock, par value $0.01	02/17/2024		M		2,279.6939	A	⁽²⁾	25,559	D
Common Stock, par value $0.01	02/17/2024		F		1,005	D	$71.99	24,554	D
Common Stock, par value $0.01								7,558.963	I	401(k)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
PSU 2021	⁽¹⁾	02/17/2024		M			5,966.1903	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.01	5,966.1903	⁽¹⁾	0	D
RSU 2021	⁽²⁾	02/17/2024		M			2,279.6939	⁽²⁾	⁽²⁾	Common Stock, par value $0.01	2,279.6939	⁽²⁾	0	D
PSU 2024	⁽³⁾	02/21/2024		A		8,182		⁽³⁾	⁽³⁾	Common Stock, par value $0.01	8,182	⁽³⁾	8,182	D
RSU 2024	⁽⁴⁾	02/21/2024		A		2,046		⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01	2,046	⁽⁴⁾	2,046	D

Explanation of Responses:

1. Performance units awarded under the Issuer's Equity Incentive Plan. The award vested on February 17, 2024, for 88% of the performance units awarded based upon the Issuer's total shareholder return compared to total shareholder return of a selected peer group. During the 3-year vesting period, the award was credited with dividend equivalents that were paid out in shares of common stock at the time the underlying units vested and shares were issued. The award and credited dividend equivalents were payable one share of the Issuer's common stock for each vested performance unit including additional performance units resulting from dividend equivalents.

2. Restricted units awarded under the Issuer's Equity Incentive Plan. The award vested on February 17, 2024. During the 3-year vesting period, the award was credited with dividend equivalents that were paid out in shares of common stock at the time the underlying units vested and were issued. The award and credited dividend equivalents was payable one share of the Issuer's common stock for each vested restricted unit, including additional restricted units resulting from dividend equivalents.

3. Performance units awarded under Issuer's Equity Incentive Plan. The award will vest on February 17, 2027, 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.

4. Restricted units awarded under Issuer's Equity Incentive Plan. The award vests on February 17, 2027. 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.

Remarks:

Senior Vice President and Chief Accounting Officer, Finance and Tax

	/s/ Pat W. Cipolla, Attorney-in-Fact for Mary M. Spears	02/23/2024
	** 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 4 (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.

Spears Mary M Form 4ONEOK / MARY M SPEARS ownership change