Statement of Changes in Beneficial Ownership (4)
2017年7月3日 - 10:16PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
ONEOK INC /NEW/
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2. Issuer Name
and
Ticker or Trading Symbol
ONEOK Partners LP
[
OKS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
100 WEST FIFTH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/30/2017
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(Street)
TULSA, OK 74103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units
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6/30/2017
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P
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171493399
(1)
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A
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(1)
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107332833
(1)
(2)
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D
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Common Units
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1000000
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I
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By subsidiary
(3)
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Common Units
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6000000
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I
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By subsidiary
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Pursuant to the Agreement and Plan of Merger dated as of January 31, 2017 (the "Merger Agreement"), by and among ONEOK, Inc. ("ONEOK"), New Holdings Subsidiary, LLC., ONEOK Partners, L.P. ("ONEOK Partners") and ONEOK Partners GP, L.L.C., at the effective time of the merger, all ONEOK Partners common units owned by ONEOK Partners were cancelled, and each outstanding ONEOK Partners common unit not owned by the Reporting Person or ONEOK Partners converted into 0.985 of a share of ONEOK common stock, par value $0.01 per share. As of the effective time of the merger, all common units converted into the right to receive the merger consideration are no longer outstanding and have been automatically cancelled and cease to exist.
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(2)
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Includes 72,988,252 Class B units, all of which are directly held by ONEOK and may be converted into ONEOK Partners common units on a one-for-one basis at ONEOK's option.
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(3)
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These common units are held by ONEOK Partners GP, L.L.C., a wholly-owned subsidiary of the Reporting Person and the sole general partner of ONEOK Partners.
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(4)
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These common units are held by ONEOK Unit Holdings, Inc., a wholly-owned subsidiary of the Reporting Person.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ONEOK INC /NEW/
100 WEST FIFTH STREET
TULSA, OK 74103
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X
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Signatures
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ONEOK, Inc., By: /s/Eric Grimshaw
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6/30/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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