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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Units 2012-2 | (1) | 02/19/2014 | A | 384 | (1) | (1) | Common Stock, par value $.0.01 | 384 | $ 0 | 384 | D | ||||
| Performance Units 2013-2 | (2) | 02/19/2014 | A | 640 | (2) | (2) | Common Stock, par value $.0.01 | 640 | $ 0 | 640 | D | ||||
| Performance Units 2014 | (3) | 02/19/2014 | A | 3,075 | (3) | (3) | Common Stock, par value $.0.01 | 3,075 | $ 0 | 3,075 | D | ||||
| Restricted Units 2012-2 | (4) | 02/19/2014 | A | 128 | (4) | (4) | Common Stock, par value $.0.01 | 128 | $ 0 | 128 | D | ||||
| Restricted Units 2013-2 | (5) | 02/19/2014 | A | 216 | (5) | (5) | Common Stock, par value $.0.01 | 216 | $ 0 | 216 | D | ||||
| Restricted Units-2014 | (6) | 02/19/2014 | A | 1,025 | (6) | (6) | Common Stock, par value $.0.01 | 1,025 | $ 0 | 1,025 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MIERS SHEPPARD F III 100 W. FIFTH STREET TULSA, OK 74103 |
VP & Chief Accounting Officer | |||
| By: Eric Grimshaw, Attorney-in-Fact For: Sheppard F. Miers | 02/21/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Performance units awarded under the Issuer's Equity Compensation Plan to preserve the value of the 2012 performance unit award held by the reporting person following the separation of the Issuer's natural gas distribution business into ONE Gas, Inc. These additional units will vest following completion of the original vesting period 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. During the remaining 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 the Issuer's common stock for each vested restricted unit and dividend equivalent. |
| (2) | Performance units awarded under the Issuer's Equity Compensation Plan to preserve the value of the 2013 performance unit award held by the reporting person following the separation of the Issuer's natural gas distribution business into ONE Gas, Inc. These additional units will vest following completion of the original vesting period 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. During the remaining 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 the Issuer's common stock for each vested restricted unit and dividend equivalent. |
| (3) | Performance units awarded under the Issuer's Equity Compensation Plan. The award will vest on February 19, 2017, 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. 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. The award and credited dividend equivalents will be payable one share of the Issuer's common stock for each vested performance unit and dividend equivalent. |
| (4) | Restricted units awarded under the Issuer's Long-Term Incentive Plan to preserve the value of the 2012 restricted-unit awards held by the reporting person following completion of the separation of the Issuer's natural gas distribution business into ONE Gas, Inc. These additional units will vest following completion of the original vesting period on February 15, 2015. During the remaining 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 the Issuer's common stock for each vested restricted unit and dividend equivalent. |
| (5) | Restricted units awarded under the Issuer's Long-Term Incentive Plan to preserve the value of the 2013 restricted-unit awards held by the reporting person following completion of the separation of the Issuer's natural gas distribution business into ONE Gas, Inc. These additional units will vest following completion of the original vesting period on February 20, 2016. During the remaining 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 the Issuer's common stock for each vested restricted unit and dividend equivalent. |
| (6) | Restricted units awarded under the Issuer's Long Term Incentive Plan. The award vests on February 19, 2017. 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. The award and credited dividend equivalents will be payable one share of the Issuer's common stock for each vested restricted unit and dividend equivalent. |