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^*

DINAN CURTIS

(Last)

(First)

(Middle)

100 W. FIFTH STREET

(Street)

TULSA

74103

(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)
	Sr. VP & CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
01/18/2010

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, par value $.0.01	01/18/2010		M		2,500	A	$45.075	20,867	D
Common Stock, par value $.0.01	01/18/2010		F		1,174	D	$45.075	19,693	D
Common Stock, par value $.0.01	01/18/2010		M		185	A	$45.075	19,878	D
Common Stock, par value $.0.01	01/18/2010		F		185	D	$45.075	19,693	D
Common Stock, par value $.0.01								2,600	I	by Spouse⁽¹⁾
Common Stock, par value $.0.01								6,333	I	by Thrift Plan

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)
Deferred Performance Award/Phantom Stock	⁽²⁾	01/18/2010		A		12,565		⁽²⁾	⁽²⁾	Common Stock, par value $.0.01	12,565	$45.075	12,565	D
Performance Units 2007	⁽²⁾	01/18/2010		M			8,500	⁽²⁾	⁽²⁾	Common Stock, par value $.0.01	8,500	$45.075	0	D
Restricted Units 2007	⁽³⁾	01/18/2010		M			2,500	⁽³⁾	⁽³⁾	Common Stock, par value $.0.01	2,500	$45.075	0	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of the shares held indirectly by his spouse in an IRA.

2. Performance units awarded under the Issuer's Equity Compensation Plan. The award vested on January 18, 2010, at 150% of the performance shares awarded based upon the Company's total stockholder return compared to total stockholder return of a selected peer group. Performance 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 12,750 shares of the Issuer's common stock to which the reporting person was entitled upon vesting and which are reported as phantom stock in Table II. Of the 12,750 shares, the reporting person surrendered 185 shares to cover taxes applicable to the vesting, resulting in the deferral of the 12,565 net shares remaining. Each share of the phantom stock is the economic equivalent of one share of the Issuer's common stock.

3. Restricted units awarded under the Issuer's Equity Compensation Plan. The award vested on January 18, 2010, and was payable one share of the Issuer's common stock for each vested restricted unit.

	By: Eric Grimshaw, Attorney in Fact For: Curtis L. Dinan	01/20/2010
	** 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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