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

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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^*

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2024

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)
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	03/08/2024		M⁽³⁾		78,624	A	⁽⁴⁾	217,648	D
Common Stock	03/08/2024		F⁽⁵⁾		34,399	D	$49.45	183,249	D
Common Stock	03/08/2024		M⁽⁸⁾		73,359⁽⁷⁾	A	⁽⁹⁾	256,608	D
Common Stock	03/08/2024		D		73,359	D	$49.45	183,249⁽¹⁰⁾	D
Common Stock								856⁽¹⁰⁾	I	401(k)
Common Stock								182⁽¹⁰⁾	I	RRSP

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)
Restricted Share Unit	⁽¹⁾	03/08/2024		A		31,682		03/08/2025	03/08/2025	Common Stock	31,682	$0	219,640	D
Restricted Share Unit	⁽¹⁾	03/08/2024		A		31,682		03/08/2026	03/08/2026	Common Stock	31,682	$0	251,322	D
Restricted Share Unit	⁽¹⁾	03/08/2024		A		31,682		03/08/2027	03/08/2027	Common Stock	31,682	$0	283,004	D
Restricted Share Unit	⁽²⁾	03/08/2024		M			78,624	03/08/2024	03/08/2024	Common Stock	78,624	$0	204,380	D
Performance Share Unit	⁽⁶⁾	03/08/2024		M			73,359⁽⁷⁾	03/08/2024	03/08/2024	Common Stock	73,359⁽⁷⁾	$0	0	D

Explanation of Responses:

1. Each Restricted Share Unit ("RSU") is the economic equivalent of one share of common stock of Ovintiv Inc. ("Ovintiv") and yields dividend equivalent RSUs. Vesting will occur on the exercise date in accordance with the Omnibus Incentive Plan and applicable grant agreement, and subject to the grantee's continued employment with Ovintiv through the applicable exercise date.

2. Each RSU is the economic equivalent of one share of Ovintiv common stock and yields dividend equivalent RSUs.

3. Represents the settlement upon vesting of RSUs.

4. RSUs convert into Ovintiv common stock on a one-for-one basis.

5. Reporting the withholding by Ovintiv of shares of Ovintiv common stock (from the shares of common stock issued upon settlement upon vesting of RSUs or PSUs, as applicable) to satisfy payment of tax withholding obligations.

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

7. Settlement of the PSUs was based on a performance criteria multiplier of 113 percent.

8. Represents the settlement upon vesting of PSUs.

9. PSUs convert into Ovintiv common stock on a one-for-one basis.

10. Includes Ovintiv common stock acquired through reinvested dividends and employee matching not previously reported.

	/s/ Dawna Gibb, by Power of Attorney	03/12/2024
	** 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).
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