SEC FORM 3

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

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1. Name and Address of Reporting Person^*

HARRISON DANDRIDGE L

(Last)

(First)

(Middle)

100 W. 5TH ST.

(Street)

TULSA

74103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2013

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP ADMIN SERV/CORP REL

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	10,029	D
Common Stock	21,232	I	MA Harrison Trust
Common Stock	2,687	I	Profit Sharing Plan
Common Stock	3,195	I	Thrift 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)
Deferred Performance Award/Phantom Stock (2006)	⁽¹⁾	⁽¹⁾	Common Stock	5,592	⁽¹⁾	D
Deferred Performance Award/Phantom Stock (2007)	⁽²⁾	⁽²⁾	Common Stock	9,792	⁽²⁾	D
Deferred Performance Award/Phantom Stock (2008)	⁽³⁾	⁽³⁾	Common Stock	6,315	⁽³⁾	D
Performance Units 2011	⁽⁴⁾	⁽⁴⁾	Common Stock	8,000	⁽⁴⁾	D
Performance Units 2012	⁽⁵⁾	⁽⁵⁾	Common Stock	6,400	⁽⁵⁾	D
Performance Units 2013	⁽⁶⁾	⁽⁶⁾	Common Stock	8,512	⁽⁶⁾	D
Restricted Units 2011	⁽⁷⁾	⁽⁷⁾	Common Stock	2,000	⁽⁷⁾	D
Restricted Units 2012	⁽⁸⁾	⁽⁸⁾	Common Stock	1,600	⁽⁸⁾	D
Restricted Units 2013	⁽⁹⁾	⁽⁹⁾	Common Stock	2,115	⁽⁹⁾	D

Explanation of Responses:

1. Performance units awarded under Issuer's Equity Compensation Plan. The award vested January 19, 2009, at 100% 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 Issuer's common stock for each vested performance unit. The reporting person elected to defer receipt of the 5,000 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 5,000 shares, the reporting person surrendered 271 shares to cover taxes applicable to the vesting, resulting in the deferral of 4,729 net shares remaining. Each share of the phantom stock is the economic equivalent of one share of the Issuer's common stock. The deferred shares reflected in the table include credited dividend equivalents that will be paid out in shares of common stock at the end of the deferral period.

2. Performance units awarded under Issuer's Equity Compensation Plan. The award vested on January 18, 2010, at 150% 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 Issuer's common stock for each vested performance unit. The reporting person elected to defer receipt of the 9,000 shares of 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 9,000 shares, the reporting person surrendered 271 shares to cover taxes applicable to the vesting, resulting in the deferral of 8,729 net shares remaining. Each share of the phantom stock is the economic equivalent of one share of the Issuer's common stock. The deferred shares reflected in the table include credited dividend equivalents that will be paid out in shares of common stock at the end of the deferral period.

3. Performance units awarded under Issuer's Equity Compensation Plan. The award vested on January 17, 2011, at 100% 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 Issuer's common stock for each vested performance unit. The reporting person elected to defer receipt of 6,000 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 6,000 shares, the reporting person surrendered 146 shares to cover taxes applicable to the vesting, resulting in the deferral of 5,854 net shares remaining. Each share of the phantom stock is the economic equivalent of one share of Issuer's common stock. The deferred shares reflected in the table include credited dividend equivalents that will be paid out in shares of common stock at the end of the deferral period.

4. Performance units awarded under the Issuer's Equity Compensation Plan. The award vests on February 17, 2014, 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. Performance units are payable one share of the Issuer's common stock for each vested performance unit.

5. Performance units awarded under the Issuer's Equity Compensation Plan. The award vests on February 15, 2015, 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. Performance units are payable one share of the Issuer's common stock for each vested performance unit.

6. Performance units awarded under the Issuer's Equity Compensation Plan. The award will vest on February 20, 2016, 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. The award will be payable one share of the Issuer's common stock for each vested performance unit. 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.

7. Restricted units awarded under the Issuer's Long Term Incentive Plan. The award vests on February 17, 2014, and is payable one share of the Issuer's common stock for each vested restricted unit.

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

9. Restricted units awarded under the Issuer's Long Term Incentive Plan. The award vests on February 20, 2016. The award will be payable one share of the Issuer's common stock for each vested restricted unit. 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.

Remarks:

Effective May 22, 2013, Mr. Harrison was designated a Section 16 officer of ONEOK, Inc.

	/s/ Eric Grimshaw, Attorney-in-Fact for Dandridge L. Harrison	05/30/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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