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Form 4 ONEOK INC /NEW/ For: Feb 19 Filed by: SCHINGEN SCOTT D

February 21, 2024 9:55 PM EST
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
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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 *
SCHINGEN SCOTT D

(Last) (First) (Middle)
7612 S FULTON AVE

(Street)
TULSA OK 74136

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ONEOK INC /NEW/ [ OKE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior VP Natural Gas Liquids
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2024
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)
Code V Amount (A) or (D) Price
Common Stock, par value $.0.01 02/19/2024   A   13,636.1098 A $ 71.99 60,717.5889 D  
Common Stock, par value $.0.01 02/19/2024   F   6,098 D $ 71.99 54,619.5889 D  
Common Stock, par value $.0.01               1,200 I IRA
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
PSU 2021 (1) (2) 02/19/2024   A     15,495.3265   (2)   (2) Common Stock, par value $.0.01 15,495.3265 $ 0 0 D  
RSU 2021 (3) (4) 02/19/2024   A     3,907.9799   (4)   (4) Common Stock, par value $.0.01 3,907.9799 $ 0 0 D  
Explanation of Responses:
1. The reporting person retired from the board on May 13, 2015, and a portion of phantom stock that had accrued under the Issuer's Deferred Compensation Plan for Non-Employee Directors was converted and shares of Issuer's common stock were issued to the reporting person upon retirement from the board. The shares issued were based on the reporting person's annual elections under the Issuer's Deferred Compensation Plan for Non-Employee Directors.
2. Performance units awarded under the Issuer's Equity Incentive Plan. The award vested on February 17, 2024, for 88% of the performance units awarded based upon the Issuer's total shareholder return compared to total shareholder return of a selected peer group. During the 3-year vesting period, the award was credited with dividend equivalents that were paid out in shares of common stock at the time the underlying units vested and shares were issued. The award and credited dividend equivalents were payable one share of the Issuer's common stock for each vested performance unit including additional performance units resulting from dividend equivalents.
3. Restricted units awarded under the Issuer's Equity Compensation Plan. The award vested on January 1, 2012. Restricted units were payable one share of the Issuer's common stock for each vested performance unit. The reporting person elected to defer receipt of the 300,000 shares of the Issuer's common stock to which the reporting person was entitled upon vesting and which were reported as phantom stock in Table II. Of the 300,000 shares, the reporting person surrendered 4,457 shares to cover taxes applicable to the vesting, resulting in the deferral of the 295,543 net shares remaining. Each share of the phantom stock is the economic equivalent of one share of the Issuer's common stock. Since January 1, 2012, the award earned 37,317 in dividend equivalents, for a total of 332,860 shares of which 149,289 shares were surrendered to pay taxes, resulting in 183,571 shares issued to the reporting person.
4. Restricted units awarded under Issuer's Equity Incentive Plan. The award vests on February 17, 2024. 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, including additional restricted units resulting from dividend equivalents.
By: Pat Cipolla, Attorney-in-Fact For: Scott D. Schingen 02/21/2024
** 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.


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