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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021

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	02/26/2021		M		1,351⁽⁷⁾	A	$22.72⁽⁹⁾	14,525	D
Common Stock	02/26/2021		M		2,118⁽⁶⁾⁽⁷⁾	A	$22.72⁽⁸⁾	16,643	D
Common Stock	02/28/2021		M		8,106⁽⁷⁾	A	$22.72⁽¹⁰⁾	24,749	D

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)
Rights (Restricted Stock Unit)	⁽¹⁾	02/26/2021		A		20,241		02/26/2022	⁽¹⁾	Common Stock	20,241	$0	80,763	D
Rights (Restricted Stock Unit)	⁽²⁾	02/26/2021		A		20,241		02/26/2023	⁽²⁾	Common Stock	20,241	$0	101,004	D
Rights (Restricted Stock Unit)	⁽³⁾	02/26/2021		A		20,241		02/26/2024	⁽³⁾	Common Stock	20,241	$0	121,245	D
Rights (Restricted Stock Unit)	⁽⁴⁾	02/26/2021		M			2,598	02/26/2021	02/26/2021	Common Stock	2,958	$0	0	D
Rights (Performance Stock Unit)	⁽⁵⁾	02/26/2021		M			4,073	02/26/2021	02/26/2021	Common Stock	4,073	$0	0	D
Rights (Restricted Stock Unit)	⁽⁴⁾	02/28/2021		M			15,589	02/28/2021	02/28/2021	Common Stock	15,589	$0	0	D

Explanation of Responses:

1. Each Restricted Stock Unit (each, "RSU") is the economic equivalent of one share of common stock of Ovintiv Inc. and attracts dividend equivalent RSUs. 1/3 will vest on February 26, 2022, subject to the grantee's active employment on such date and the terms and conditions of the Omnibus Incentive Plan and applicable grant agreement.

2. Each Restricted Stock Unit (each, "RSU") is the economic equivalent of one share of common stock of Ovintiv Inc. and attracts dividend equivalent RSUs. 1/3 will vest on February 26, 2023, subject to the grantee's active employment on such date and the terms and conditions of the Omnibus Incentive Plan and applicable grant agreement.

3. Each Restricted Stock Unit (each, "RSU") is the economic equivalent of one share of common stock of Ovintiv Inc. and attracts dividend equivalent RSUs. 1/3 will vest on February 26, 2024, subject to the grantee's active employment on such date and the terms and conditions of the Omnibus Incentive Plan and applicable grant agreement.

4. Each Restricted Share Unit (each, RSU") is the economic equivalent of one share of Ovintiv Inc. common stock and attracts dividend equivalent RSUs.

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

6. Settlement of the PSUs was based on a performance criteria multiplier of 78.4 percent.

7. Common Stock issued net of withholding tax.

8. The PSU is settled in Canadian dollars at a price of CAD$28.82 per share and is determined based on the volume-weighted average price of one share of common stock of Ovintiv Inc. on the Toronto Stock Exchange for the five trading days following approval of the performance criteria multiplier. The price has been converted to U.S. dollars using the Bank of Canada exchange rate on the transaction date.

9. The RSUs settled in Canadian dollars at a price of CAD$28.82 per RSU. The price has been converted to U.S. dollars using the Bank of Canada exchange rate on the transaction date.

10. The RSUs settled in Canadian dollars at a price of CAD$29.12 per RSU. The price has been converted to U.S. dollars using the Bank of Canada exchange rate on the transaction date.

	/s/Dawna Gibb, by Power of Attorney	03/02/2021
	** 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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