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*
GIBSON JOHN WILLIAM

(Last) (First) (Middle)
100 W. FIFTH STREET

(Street)
TULSA OK 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2014
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)
Code V Amount (A) or (D) Price
Common Stock, par value $.0.01 07/31/2014 C 95,646.537 A $65.03 866,650.2848 D
Common Stock, par value $.0.01 07/31/2014 C 109,487.119 A $65.03 976,137.4038 D
Common Stock, par value $.0.01 07/31/2014 F 49,970.537 D $65.03 926,166.8668 D
Common Stock, par value $.0.01 07/31/2014 F 42,034.1191 D $65.03 884,132.7477 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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Performance Award/Phantom Stock (1) 07/31/2014 C 95,646.537 (1) (1) Common Stock, par value $.0.01 95,646.537 $0.0 0 D
Deferred Performance Award/Phantom Stock (2008) (2) 07/31/2014 C 109,487.119 (2) (2) Common Stock, par value $.0.01 109,487.119 $0.0 0 D
Explanation of Responses:
1. Performance units awarded under Issuer's Equity Compensation Plan on 1-18-2007. At vest date on 1-18-2010, the reporting person was entitled to receive 84,000 shares of Issuer's common stock but elected to defer receipt of the shares until the later of separation of service or 7-17-2013. The reporting person surrendered 1,218 shares to cover taxes applicable to the vesting, resulting in deferral of 82,782 net shares. Since 1-18-2010, the deferred award has earned 12,864.5370 in dividend equivalents. The reporting person retired from the Company on 1-31-2014. On that date, the deferred award became subject to the six-month waiting period required by Section 409A of the Internal Revenue Code and applicable IRS regulations. The six-month waiting period expired on 7-31-2014. On that date, the deferred award and credited dividend equivalents were payable to the reporting person one share of Issuer's common stock for each deferred share and dividend equivalent.
2. Performance units awarded under Issuer's Equity Compensation Plan on 1-17-2008. At vest date on 1-17-2011, reporting person was entitled to receive 100,000 shs. of Issuer's common stock but elected to defer receipt until the later of separation of service or 7-17-2014. Reporting person surrendered 1,450 shs. to cover taxes applicable to the vesting, and 98,550 net shs. were deferred. Since 1-17-2011, the award earned 10,937.1191 in dividend equivalents. The reporting person retired from the Company 1-31-2014. Based on reporting person's deferral election, the deferred shs. would be released on 7-17-2014. The release of the deferred shs. fell within a six-month waiting period required by Section 409A of the Internal Revenue Code and applicable IRS regulations, which period expired 7-31-2014. The deferred award and credited dividend equivalents were payable to the reporting person one share of Issuer's common stock for each deferred share and dividend equivalent.
By: Eric Grimshaw, Attorney-in-Fact For: John W. Gibson 08/04/2014
** 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.
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