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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

McCracken Brendan Michael

(Last)

(First)

(Middle)

C/O 370 17TH STREET, SUITE 1700

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ovintiv Inc. [ OVV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Corp Dev & Ext Relations

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2020

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⁽¹⁾	02/27/2020		M		2,943	A	$12.68⁽⁴⁾	5,465⁽²⁾	D
Common Stock⁽¹⁾	02/27/2020		D		2,943	D	$12.68⁽⁴⁾	2,522⁽²⁾	D
Common Stock⁽¹⁾	02/27/2020		M		7,240⁽⁷⁾	A	$12.68⁽⁶⁾	9,762⁽²⁾	D
Common Stock⁽¹⁾	02/27/2020		D		7,240⁽⁷⁾	D	$12.68⁽⁶⁾	2,522⁽²⁾	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)
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)
Rights (Restricted Stock Unit)	⁽³⁾	02/27/2020		M			2,943	02/27/2020	02/27/2020	Common Stock	2,943⁽²⁾	$0.00⁽⁴⁾	0	D
Rights (Performance Stock Unit)	⁽⁵⁾	02/27/2020		M			7,240	02/27/2020	02/27/2020	Common Stock	7,240⁽²⁾	$0.00⁽⁶⁾	0	D

Explanation of Responses:

1. Pursuant to Rule 12g-3(a) under the Exchange Act, Ovintiv is the successor issuer to Encana Corporation ("Encana").

2. On January 24, 2020, Encana completed a corporate reorganization (the "Reorganization") which included, among other things, a share consolidation on the basis of one post-consolidation share for each five pre-consolidation shares (the "Share Consolidation") and Ovintiv Inc. ultimately acquiring all of the issued and outstanding common shares of Encana in exchange for shares of Ovintiv on a one-for-one basis. The amount of securities beneficially owned reflect completion of the Reorganization, including the Share Consolidation.

3. Each Restricted Share Unit (each, "RSU") is the economic equivalent of one share of Ovintiv Inc. common stock and attracts dividend equivalent RSUs.

4. The RSUs settled in Canadian dollars at a price of CAD$17.11 per RSU. The price has been converted to U.S. dollars using the Bank of Canada exchange rate on the transaction date.

5. Each Performance Share Unit (each, "PSU") is settled based on the achievement of certain performance criteria, is valued based on the economic equivalent of one common share of Ovintiv Inc. common stock and attracts dividend equivalent PSUs.

6. The PSU is settled in Canadian dollars at a price of CAD$17.11 per share and is determined based on the volume-weighted average price of one share of common stock of Ovintiv Inc. on the Toronto Stock Exchange for the five trading days following approval of the performance criteria multiplier. The price has been converted to U.S. dollars using the Bank of Canada exchange rate on the transaction date.

7. Settlement of the PSUs was based on a performance criteria multiplier of 123 percent.

	/s/Dawna Gibb,by Power of Attorney	02/28/2020
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.