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Ovintiv (OVV)

Filed: 9 Mar 22, 4:34pm
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
OMB APPROVAL
OMB Number: 3235-0287
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hours per response: 0.5
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*
Moore Rachel Maureen

(Last) (First) (Middle)
C/O 370 17TH STREET, SUITE 1700

(Street)
DENVER CO 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)
EVP, Corporate Services
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2021
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)
Code V Amount (A) or (D) Price
Common Stock 07/01/2021 M(3) 7,182 A (4) 14,530 D
Common Stock 07/01/2021 D 7,182 D $31.84(5) 7,348 D
Common Stock 03/07/2022 M(3) 10,183 A (4) 17,531 D
Common Stock 03/07/2022 F(7) 4,888 D $46.21(6) 12,643 D
Common Stock 03/08/2022 M(3) 3,249 A (4) 15,892 D
Common Stock 03/08/2022 F(7) 1,559 D $47.28(8) 14,333 D
Common Stock 03/08/2022 M(11) 6,771(10) A (12) 21,104 D
Common Stock 03/08/2022 F(7) 3,250 D $47.28(13) 17,854(15) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Unit (1) 07/01/2021 M 7,182 07/01/2021 07/01/2021 Common Stock 7,182 $0 43,974 D
Restricted Share Unit (1) 03/07/2022 A 4,236 03/07/2023 03/07/2023 Common Stock 4,236 $0 48,210 D
Restricted Share Unit (1) 03/07/2022 A 4,236 03/07/2024 03/07/2024 Common Stock 4,236 $0 52,446 D
Restricted Share Unit (1) 03/07/2022 A 4,236 03/07/2025 03/07/2025 Common Stock 4,236 $0 56,682 D
Restricted Share Unit (2) 03/07/2022 M 10,183 03/07/2022 03/07/2022 Common Stock 10,183 $0 46,499 D
Restricted Share Unit (2) 03/08/2022 M 3,249 03/08/2022 03/08/2022 Common Stock 3,249 $0 43,250(14) D
Performance Share Unit (9) 03/08/2022 M 6,771(10) 03/08/2022 03/08/2022 Common Stock 6,771(10) $0 0 D
Explanation of Responses:
1. Each Restricted Share Unit (each, "RSU") is the economic equivalent of one share of common stock of Ovintiv Inc. ("Ovintiv") and attracts 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 or its affiliate through the applicable exercise date.
2. Each RSU is the economic equivalent of one share of Ovintiv common stock and attracts 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. The RSUs settled in Canadian dollars at a price of CAD$39.47 per RSU. The price has been converted to U.S. dollars using the Bank of Canada exchange rate on the transaction date.
6. The RSUs settled in Canadian dollars at a price of CAD$59.02 per RSU. The price has been converted to U.S. dollars using the Bank of Canada exchange rate on the transaction date.
7. 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.
8. 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.
9. Each Performance Share Unit (each, "PSU") is settled based on the achievement of certain performance criteria, is the economic equivalent of one common share of Ovintiv common stock and attracts dividend equivalent PSUs.
10. Settlement of the PSUs was based on a performance criteria multiplier of 104.2 percent.
11. Represents the settlement upon vesting of PSUs.
12. PSUs convert into Ovintiv common stock on a one-for-one basis.
13. The PSU is settled in Canadian dollars at a price of CAD$60.84 per PSU and is determined based on the volume-weighted average price of one share of common stock of Ovintiv 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.
14. Includes 2,181 RSUs acquired through reinvested dividends that were not previously reported due to an inadvertent administrative oversight as follows: 622 RSUs on March 30, 2020; 170 RSUs on June 30, 2020; 430 RSUs on September 30, 2020; 250 RSUs on December 31, 2020; 193 RSUs on March 31, 2021; 149 RSUs on June 30, 2021; 181 RSUs on September 30, 2021; and 186 RSUs on December 31, 2021.
15. Includes Ovintiv common stock acquired through 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.