SEC FORM 4

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^*

REINERS DEREK S

(Last)

(First)

(Middle)

100 W. FIFTH STREET

(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)
	SVP, CFO & TREASURER

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2015

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	02/15/2015		M		1,600	A	$1,600	25,891.7038	D
Common Stock, par value $.0.01	02/15/2015		F		602	D	$47.685	25,289.7038	D
Common Stock, par value $.0.01	02/15/2015		M		256	A	$47.685	25,545.7038	D
Common Stock, par value $.0.01	02/15/2015		F		82	D	$47.685	25,463.7038	D
Common Stock, par value $.0.01	02/15/2015		M		123	A	$47.685	25,586.7038	D
Common Stock, par value $.0.01	02/15/2015		F		123	D	$47.685	25,463.7038	D
Common Stock, par value $.0.01	02/15/2015		M		22	A	$47.685	25,485.7038	D
Common Stock, par value $.0.01	02/15/2015		F		22	D	$47.685	25,463.7038	D
Common Stock, par value $.0.01								425.641	I	Profit Sharing Plan
Common Stock, par value $.0.01								1,253.224	I	by Thrift Plan

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)
Deferred 2012 PSU Award/Phantom Stock	⁽¹⁾	02/15/2015		A		5,637		⁽¹⁾	⁽¹⁾	Common Stock, par value $.0.01	5,637	$47.685	5,637	D
Deferred 2012-2 PSU Award/Phantom Stock	⁽²⁾	02/15/2015		A		899		⁽²⁾	⁽²⁾	Common Stock, par value $.0.01	899	$47.685	899	D
Performance Units 2012	⁽³⁾	02/15/2015		M			6,400	⁽³⁾	⁽³⁾	Common Stock, par value $.0.01	6,400	$47.685	0	D
Performance Units 2012-2	⁽⁴⁾	02/15/2015		M			1,024	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $.0.01	1,024	$47.685	0	D
Restricted Units 2012	⁽⁵⁾	02/15/2015		M			1,600	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $.0.01	1,600	$47.685	0	D
Restricted Units 2012-2	⁽⁶⁾	02/15/2015		M			256	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $.0.01	256	$47.685	0	D

Explanation of Responses:

1. Performance units awarded under the Issuer's Equity Compensation Plan. The award vested on February 15, 2015, at 90% of the performance shares awarded based upon the Company's total stockholder return compared to total stockholder return of a selected peer group. Performance units were payable one share of the Issuer's common stock for each vested performance unit. The reporting person elected to defer receipt of the 5,760 shares of the Issuer's common stock to which the reporting person was entitled upon vesting and which are reported as phantom stock in Table II. Of the 5,760 shares, the reporting person surrendered 123 shares to cover taxes applicable to the vesting, resulting in the deferral of the 5,637 net shares remaining. Each share of the phantom stock is the economic equivalent of one share of the Issuer's common stock.

2. Perf. units awarded under Issuer's Equity Compensation Plan to preserve the value of 2012 perf. units held by reporting person at time of separation of Issuer's natural gas distribution business into ONE Gas, Inc. These additional units vested following completion of original vesting period on February 15, 2015, at 90% percent of perf. shares awarded based upon Company's total stockholder return compared to total stockholder return of a selected peer group. Perf. units were payable one share of Issuer's common stock for each vested perf. unit. The reporting person elected to defer receipt of the 921 shares of Issuer's common stock to which reporting person was entitled upon vesting and which are reported as phantom stock in Table II. Of the 921 shares, reporting person surrendered 22 shares to cover taxes applicable to vesting, resulting in deferral of 899 net shares remaining. Each share of the phantom stock is the economic equivalent of one share of Issuer's common stock.

3. Performance units awarded under the Issuer's Equity Compensation Plan. The award vested on February 15, 2015, at 90% of the performance units awarded based upon the Issuer's total stockholder return compared to total stockholder return of a selected peer group. Performance units were payable one share of the Issuer's common stock for each vested performance unit. Receipt of the units upon vesting was deferred by the reporting person. Refer to footnote (1).

4. Performance units awarded under the Issuer's Equity Compensation Plan to preserve the value of the 2012 performance units held by the reporting person at the time of the separation of the Issuer's natural gas distribution business into ONE Gas, Inc. These additional units vested following completion of the original vesting period on February 15, 2015, at 90% percent of the performance units awarded based upon the Issuer's total stockholder return compared to total stockholder return of a selected peer group. The award was payable one share of the Issuer's common stock for each vested performance unit. Receipt of the units upon vesting was deferred by the reporting person. Refer to footnote (2).

5. Restricted units awarded under the Issuer's Long Term Incentive Plan. The award vested on February 15, 2015, and was payable one share of the Issuer's common stock for each vested restricted unit.

6. Restricted units awarded under the Issuer's Long-Term Incentive Plan to preserve the value of the 2012 restricted units held by the reporting person at the time of the separation of the Issuer's natural gas distribution business into ONE Gas, Inc. These additional units vested following completion of the original vesting period on February 15, 2015. The award was payable one share of the Issuer's common stock for each vested restricted unit.

	By: Eric Grimshaw, Attorney-in-Fact For: Derek S. Reiners	02/18/2015
	** 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).
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