X0306 4 2016-02-22 0 0001587732 ONE Gas, Inc. OGS 0001278745 DINAN CURTIS 15 E. 5TH STREET TULSA OK 74103 0 1 0 0 See Remarks Common stock, par value $0.01 2016-02-22 4 M 0 33812 58.36 A 97600 D Common stock, par value $0.01 2016-02-22 4 F 0 14046 58.36 D 83554 D Common stock, par value $0.01 2016-02-22 4 M 0 4598 58.36 A 88152 D Common stock, par value $0.01 2016-02-22 4 F 0 1534 58.36 D 86618 D Performance Units 2013 2016-02-22 4 M 0 33812 58.36 D Common stock, par value $0.01 33812 0 D Restricted Units 2013 2016-02-22 4 M 0 4598 58.36 D Common stock, par value $0.01 4598 0 D On January 31, 2014, ONEOK, Inc. ("ONEOK") effected the distribution of 100% of the outstanding shares of common stock of ONE Gas, Inc. ("ONE Gas") held by ONEOK to ONEOK's shareholders (the "Distribution"). In connection with the Distribution, performance units were awarded under ONE Gas' Equity Compensation Plan, pursuant to that certain Employee Matters Agreement by and between ONEOK and ONE Gas, dated January 14, 2014 (the "Employee Matters Agreement"). The award vested on February 20, 2016, and was certified by the Executive Compensation Committee of the Board of Directors on February 22, 2016. A portion of the award, or 11,943 performance units, vested in an amount equal to 177% of the performance units awarded based upon ONE Gas' total shareholder return compared to total shareholder return of a selected peer group plus accrued dividends of 1,077.33 shares. (Continued from Footnote 1) The remainder of the award vested in an amount equal to 200% of the performance units awarded based upon ONEOK's total shareholder return compared to total shareholder return of the ONEOK referenced peer group over the performance period from the original grant date to January 31, 2014, plus accrued dividends of 562.28 shares. The award was payable one share of ONE Gas' common stock for each vested performance unit and accrued dividends. Restricted units awarded under ONE Gas' Equity Compensation Plan, pursuant to the Employee Matters Agreement entered into in connection with the Distribution. The award vested on February 20, 2016. The award was payable one share of ONE Gas' common stock for each vested restricted unit and accrued dividends of 222.99 shares. Senior Vice President and Chief Financial Officer /s/ Brian K. Shore, Attorney-in-Fact for Curtis L. Dinan 2016-02-23