Statement of Changes in Beneficial Ownership (4)
August 14 2017 - 4:51PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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ANADARKO PETROLEUM CORP
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2. Issuer Name
and
Ticker or Trading Symbol
Western Gas Partners LP
[
WES
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1201 LAKE ROBBINS DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/11/2017
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(Street)
THE WOODLANDS, TX 77380
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units representing limited partner interests
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52143426
(2)
(3)
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I
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See footnotes
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class C units representing limited partner interests
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$0.00
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8/11/2017
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J
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234315
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(1)
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(1)
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Common units representing limited partner interests
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234315
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$48.40
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12977633
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I
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See footnotes
(1)
(2)
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Explanation of Responses:
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(1)
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On November 25, 2014, Western Gas Partners, LP ("WES") issued 10,913,853 Class C units to APC Midstream Holdings, LLC ("AMH") at a price of $68.72 per unit. The Class C units receive distributions in the form of additional Class C units until March 2020 (unless earlier converted), and will be disregarded with respect to calculating the WES's cash distributions until they are converted to common units. The above transaction represents the quarterly distribution of Class C Units to AMH for the quarter ended June 30, 2017. The Class C units will convert into common units on a one-for-one basis on March 1, 2020, unless WES elects to convert such units earlier or AMH extends the conversion date.
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(2)
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As of August 11, 2017, (i) WGP owns 50,132,046 WES common units and 100% of the membership interests in WES's general partner, Western Gas Holdings, LLC, and AMH owns 1,562,251 WES common units and 12,977,633 Class C units, (ii) Western Gas Resources, Inc. ("WGR") owns (A) all of the membership interests of Western Gas Equity Holdings, LLC ("WGP GP"), the general partner of WGP, (B) 78% of the issued and outstanding limited partner interests in WGP, and (Z) 100% of the membership interests in AMH, (iii) WGP GP owns a 0% noneconomic general partner interest in WGP, and (iv) Anadarko Petroleum Corporation ("Anadarko") owns all of the issued and outstanding shares of common stock of WGR. Accordingly, WGP GP, WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by WGP, and WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by AMH.
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(3)
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As of August 11,2017, (i) Kerr-McGee Worldwide Corporation ("KWC") owns 449,129 WES common units, (ii) Kerr-McGee Corporation ("KMG") owns 100% of KWC, and (iii) Anadarko owns 100% of KMG. Accordingly, KMG and Anadarko may be deemed to be indirect beneficial owners of any securities held by KWC.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ANADARKO PETROLEUM CORP
1201 LAKE ROBBINS DRIVE
THE WOODLANDS, TX 77380
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X
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WESTERN GAS RESOURCES INC
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX 77380
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X
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Western Gas Equity Partners, LP
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX 77380
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X
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Western Gas Equity Holdings, LLC
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX 77380
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X
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Kerr-McGee Worldwide Corp
1201 LAKEROBBINSDR.
THE WOODLANDS, TX 77380
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X
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APC Midstream Holdings, LLC
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX 77380
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X
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Signatures
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/s/ Philip H. Peacock, Authorized Signatory of Anadarko Petroleum Corporation
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8/14/2017
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**
Signature of Reporting Person
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Date
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/s/ Philip H. Peacock, Authorized Signatory of Western Gas Resources, Inc.
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8/14/2017
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**
Signature of Reporting Person
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Date
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/s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of the general partner of Western Gas Equity Partners, LP
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8/14/2017
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**
Signature of Reporting Person
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Date
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/s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of Western Gas Equity Holdings, LLC
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8/14/2017
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**
Signature of Reporting Person
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Date
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/s/ Philip H. Peacock, Authorized Signatory for Kerr-McGee Worldwide Corporation
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8/14/2017
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**
Signature of Reporting Person
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Date
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/s/ Philip H. Peacock, Authorized Signatory for APC Midstream Holdings, LLC
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8/14/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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