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Ovintiv (OVV)

Filed: 19 May 22, 7:00pm
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
Estimated average burden
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*
Shaw Brian Gordon

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2022
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 05/18/2022 M(3) 4,476 A (5) 25,674 D
Common Stock 05/18/2022 F(4) 2,148 D $45.02(6) 23,526 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) 05/18/2022 A 4,476 05/18/2022 05/18/2022 Common Stock 4,476 $0 26,236 D
Restricted Share Unit (2) 05/18/2022 M 4,476 05/18/2022 05/18/2022 Common Stock 4,476 $0 21,760 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 and exercise will occur in accordance with the Omnibus Incentive Plan and the applicable grant agreement and on the same schedule as the underlying RSUs.
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 RSU.
4. Reporting the withholding by 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.
5. RSUs convert into Ovintiv common stock on a one-for-one basis.
6. The RSUs settled in Canadian dollars at a price of CAD$57.81 per RSU and is determined based on the volume-weighted average price of one share of Ovintiv common stock as traded on the Toronto Stock Exchange for the five trading days immediately following the end of Ovintiv's Q1 financial reporting blackout on May 10, 2022. 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 05/19/2022
** 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.