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Ovintiv (OVV)

Filed: 9 Mar 22, 6:43pm
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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OMB Number: 3235-0287
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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*
Zemljak Renee Ellen

(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, Midstream, Mrktg & Fndmtl
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2020
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 03/07/2022 M(3) 32,499 A (4) 67,798 D
Common Stock 03/07/2022 F(5) 14,267 D $46.71 53,531 D
Common Stock 03/08/2022 M(3) 13,247 A (4) 66,778 D
Common Stock 03/08/2022 F(5) 5,816 D $47.78 60,962 D
Common Stock 03/08/2022 M(8) 27,606(7) A (9) 88,568 D
Common Stock 03/08/2022 F(5) 12,119 D $47.78 76,449 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) 03/07/2022 A 5,531 03/07/2023 03/07/2023 Common Stock 5,531 $0 94,904 D
Restricted Share Unit (1) 03/07/2022 A 5,531 03/07/2024 03/07/2024 Common Stock 5,531 $0 100,435 D
Restricted Share Unit (1) 03/07/2022 A 5,531 03/07/2025 03/07/2025 Common Stock 5,531 $0 105,966 D
Restricted Share Unit (2) 03/07/2022 M 32,499 03/07/2022 03/07/2022 Common Stock 32,499 $0 73,467 D
Restricted Share Unit (2) 03/08/2022 M 13,247 03/08/2022 03/08/2022 Common Stock 13,247 $0 60,220(10) D
Performance Share Unit (6) 03/08/2022 M 27,606(7) 03/08/2022 03/08/2022 Common Stock 27,606(7) $0 0 D
Rights (Deferred Share Unit) (11) 03/30/2020(12) A 539 (11) (11) Common Stock 539 $0 7,019 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 the 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 (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
7. Settlement of the PSUs was based on a performance criteria multiplier of 104.2 percent.
8. Represents the settlement upon vesting of PSU's.
9. PSUs convert into Ovintiv common stock on a one-for-one basis.
10. Includes 6,645 RSUs acquired through reinvested dividends that were not previously reported due to an inadvertent administrative oversight as follows: 3,001 RSUs on March 30, 2020; 815 RSUs on June 30, 2020; 940 RSUs on September 30, 2020; 539 RSUs on December 31, 2020; 341 RSUs on March 31, 2021; 264 RSUs on June 30, 2021; 371 RSUs on September 30, 2021; and 374 RSUs on December 31, 2021.
11. 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 company.
12. Represents grants of dividend equivalent DSUs from March 30, 2020 to December 31, 2021 that were not previously reported due to an inadvertent administrative oversight as follows: 246 DSUs on March 30, 2020; 67 DSUs on June 30, 2020; 76 DSUs on September 30, 2020; 44 DSUs on December 31, 2020; 27 DSUs on March 31, 2021; 20 DSUs on June 30, 2021; 29 DSUs on September 30, 2021; and 30 DSUs on December 31, 2021.
/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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