X0306 4 2014-02-18 0 0001587732 ONE Gas, Inc. OGS 0001595607 McCormick Joseph L 100 W. 5TH STREET TULSA OK 74103 0 1 0 0 See Remarks Common stock, par value $0.01 2014-01-31 4 J 0 10841 A 10841 D Common stock, par value $0.01 2014-01-31 4 J 0 1437 A 1437 I by ONEOK, Inc. Thrift Plan Performance Units 2012 2014-02-18 4 A 0 7554 33.19 A Common stock, par value $0.01 7554 7554 D Performance Units 2013 2014-02-18 4 A 0 11101 33.19 A Common stock, par value $0.01 11101 10741 D Performance Units 2014 2014-02-18 4 A 0 7225 33.19 A Common stock, par value $0.01 7225 7225 D Restricted Units 2012 2014-02-18 4 A 0 1632 33.19 A Common stock, par value $0.01 1632 1632 D Restricted Units 2013 2014-02-18 4 A 0 2761 33.19 A Common stock, par value $0.01 2761 2761 D Restricted Units 2014 2014-02-18 4 A 0 1800 33.19 A Common stock, par value $0.01 1800 1800 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"). As a result of the Distribution, the reporting person received one share of ONE Gas common stock for every four shares of ONEOK common stock held on the record date for the Distribution, January 21, 2014, or a total of 12,278 shares (including those indirectly held) of ONE Gas common stock. The acquisition of shares as a result of the Distribution was exempt pursuant to Rule 16a-9. Performance units 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"), entered into in connection with the Distribution. The award will vest on February 15, 2015, a portion of which, or 1,694 performance units, will vest in an amount equal to a percentage (0% to 200%) of the performance units awarded based upon ONE Gas' total stockholder return compared to total stockholder return of a selected peer group. The remainder of the award will vest in an amount equal to the number of performance units awarded. The award will be payable one share of ONE Gas' common stock for each vested performance unit. Performance units awarded under ONE Gas' Equity Compensation Plan, pursuant to the Employee Matters Agreement entered into in connection with the Distribution. The award will vest on February 20, 2016, a portion of which, or 5,583 performance units, will vest in an amount equal to a percentage (0% to 200%) of the performance units awarded based upon ONE Gas' total stockholder return compared to total stockholder return of a selected peer group. The remainder of the award will vest in an amount equal to the number of performance units awarded. During the 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 ONE Gas' common stock for each vested performance unit and dividend equivalent. Performance units awarded under ONE Gas' Equity Compensation Plan. The award will vest on February 18, 2017, for a percentage (0% to 200%) of the performance units awarded based upon ONE Gas' total stockholder return compared to total stockholder return of a selected peer group. During the 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 ONE Gas' common stock for each vested performance unit and dividend equivalent. Restricted units awarded under ONE Gas' Equity Compensation Plan, pursuant to the Employee Matters Agreement entered into in connection with the Distribution. The award will vest on February 15, 2015. The award will be payable one share of ONE Gas' common stock for each vested restricted unit. Restricted units awarded under ONE Gas' Equity Compensation Plan, pursuant to the Employee Matters Agreement entered into in connection with the Distribution. The award will vest on February 20, 2016. During the 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 ONE Gas' common stock for each vested restricted unit and dividend equivalent. Restricted units awarded under ONE Gas' Equity Compensation Plan. The award will vest on February 18, 2017. During the 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 ONE Gas' common stock for each vested restricted unit and dividend equivalent. Senior Vice President, General Counsel and Assistant Secretary /s/ Brian K. Shore, Attorney-in-Fact for Joseph L. McCormick 2014-02-20