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^*

Waterman Bruce Gordon

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2021

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	03/08/2022		M⁽¹⁾		5,655	A	⁽³⁾	112,322	D
Common Stock	03/08/2022		F⁽²⁾		2,715	D	$47.28⁽⁴⁾	109,607⁽¹⁰⁾	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)
Restricted Share Unit	⁽⁵⁾	03/08/2022		M			5,655	03/08/2022	03/08/2022	Common Stock	5,655	$0	23,605⁽⁶⁾	D
Deferred Share Unit	⁽⁷⁾	03/31/2021⁽⁸⁾		A		618		⁽⁷⁾	⁽⁷⁾	Common Stock	618	$0	42,280⁽⁹⁾	D

Explanation of Responses:

1. Represents the settlement upon vesting of Restricted Share Units ("RSUs")

2. Reporting the withholding by Ovintiv Inc. ("Ovintiv") of shares of Ovintiv common stock (from the shares of common stock issued upon settlement upon vesting of RSUs) to satisfy payment of tax withholding obligations.

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

4. The RSUs settled in Canadian dollars at a price of CAD$60.84 per RSU. The price has been converted to U.S. dollars using the Bank of Canada exchange rate on the transaction date.

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

6. Includes 1,803 RSUs acquired through reinvested dividends that were not previously reported due to an inadvertent administrative oversight as follows: 739 RSUs on March 30, 2020; 202 RSUs on June 30, 2020; 268 RSUs on September 30, 2020; 155 RSUs on December 31, 2020; 110 RSUs on March 31, 2021; 85 RSUs on June 30, 2021; 120 RSUs on September 30, 2021; and 124 RSUs on December 31, 2021.

7. Each Deferred Share Unit (each, a "DSU") is the economic equivalent of one share of Ovintiv common stock and attracts dividend equivalent DSUs. DSUs are held until retirement from the Board.

8. Represents grants of dividend equivalent DSUs from March 31, 2021 to December 31, 2021 that were not previously reported due to an inadvertent administrative oversight as follows: 152 DSUs on March 31, 2021; 119 DSUs on June 30, 2021; 170 DSUs on September 30, 2021; and 177 DSUs on December 31, 2021.

9. Includes 2,014 DSUs acquired through reinvested dividends that were not previously reported due to an inadvertent administrative oversight as follows: 1,018 DSUs on March 30, 2020; 341 DSUs on June 30, 2020; 407 DSUs on September 30, 2020; and 248 DSUs on December 31, 2020.

10. Includes Ovintiv common stock acquired though reinvested dividends

	/s/Dawna Gibb, by Power of Attorney	03/09/2022
	** 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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