Edgar Filing: ONEOK Partners LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ONEOK INC /NEW/

2. Issuer Name and Ticker or Trading Symbol
ONEOK Partners LP [OKS]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

100 WEST FIFTH STREET

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2017

(Street)

TULSA, OK 74103

4. If Amendment, Date 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

(City)

(State)

(Zip)

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 Units	06/30/2017		P		171,493,399 ⁽¹⁾	A	⁽¹⁾	107,332,833 ⁽¹⁾ ⁽²⁾	D
Common Units								1,000,000	I	By subsidiary ⁽³⁾
Common Units								6,000,000	I	By subsidiary ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ONEOK INC /NEW/ 100 WEST FIFTH STREET TULSA, OK 74103		X

Signatures

ONEOK, Inc., By: /s/Eric Grimshaw		06/30/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	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.
(2)	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.
(3)	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.
(4)	These common units are held by ONEOK Unit Holdings, Inc., a wholly-owned subsidiary of the Reporting Person.

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