Sec Form 4 Filing - OCCIDENTAL PETROLEUM CORP /DE/ @ Western Midstream Partners, LP - 2021-03-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
OCCIDENTAL PETROLEUM CORP /DE/
2. Issuer Name and Ticker or Trading Symbol
Western Midstream Partners, LP [ WES]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
5 GREENWAY PLAZA, SUITE 110
3. Date of Earliest Transaction (MM/DD/YY)
03/25/2021
(Street)
HOUSTON, TX77046
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 UNITS (LIMITED PARTNER INTERESTS) 03/25/2021 S( 1 ) 11,500,000 D $ 17.25 ( 1 ) 202,781,578 I See Footnotes ( 2 ) ( 3 ) ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OCCIDENTAL PETROLEUM CORP /DE/
5 GREENWAY PLAZA
SUITE 110
HOUSTON, TX77046
X
OXY USA INC
5 GREENWAY PLAZA
SUITE 110
HOUSTON, TX77046
X
Occidental Permian Manager LLC
5 GREENWAY PLAZA, SUITE 110
HOUSTON, TX77046
X
OXY Oil Partners, Inc.
5 GREENWAY PLAZA, SUITE 110
HOUSTON, TX77046
X
Baseball Merger Sub 2, Inc.
5 GREENWAY PLAZA, SUITE 110
HOUSTON, TX77046
X
ANADARKO PETROLEUM CORP
1201 LAKE ROBBINS DRIVE
THE WOODLANDS, TX77380-1046
X
Signatures
/s/ Nicole E. Clark of Oxy USA Inc. 03/29/2021
Signature of Reporting Person Date
/s/ Nicole E. Clark of Occidental Permian Manager LLC 03/29/2021
Signature of Reporting Person Date
/s/ Nicole E. Clark of OXY Oil Partners, Inc. 03/29/2021
Signature of Reporting Person Date
/s/ Nicole E. Clark of New OPL LLC 03/29/2021
Signature of Reporting Person Date
/s/ Nicole E. Clark of Baseball Merger Sub 2, Inc. 03/29/2021
Signature of Reporting Person Date
/s/ Nicole E. Clark of Anadarko Petroleum Corporation 03/29/2021
Signature of Reporting Person Date
/s/ Nicole E. Clark of Anadarko Holding Company 03/29/2021
Signature of Reporting Person Date
/s/ Nicole E. Clark of Occidental Petroleum Corporation 03/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 22, 2021, Western Midstream Partners, LP (the "Issuer"), Western Midstream Holdings, LLC, WGR Asset Holding Company LLC ("WGRAH") and BofA Securities, Inc., as underwriter (the "Underwriter"), entered into an underwriting agreement pursuant to which WGRAH agreed to sell to the Underwriter, and the Underwriter agreed to purchase from WGRAH, subject to and upon the terms and conditions set forth therein, up to 11,500,000 common units representing limited partner interests in the Issuer (the "Common Units") at a price of $17.25 per Common Unit. WGRAH completed the sale of 11,500,000 Common Units to the Underwriter on March 25, 2021.
( 2 )Following the transaction reported herein, Western Gas Resources, Inc. ("WGR") holds 161,319,520 Common Units, WGRAH holds 26,639,260 Common Units, APC Midstream Holdings, LLC ("APCMH") holds 457,849 Common Units and Anadarko USH1 Corporation ("Anadarko USH1") holds 14,364,949 Common Units. WGR also is the sole member of Western Midstream Holdings, LLC, the 2% economic general partner of the Issuer.
( 3 )Oxy USA Inc. ("Oxy USA") is a wholly owned subsidiary of Occidental Petroleum Corporation ("Occidental"). Oxy USA owns 100% of the outstanding membership interests of Occidental Permian Manager LLC ("OPM") and 100% of the common stock of OXY Oil Partners, Inc. ("OOP"). OOP, OPM and Oxy USA together own 100% of the membership interests of New OPL, LLC ("OPL"). OPL owns 100% of the outstanding common stock of Baseball Merger Sub 2, Inc. ("BMS").
( 4 )Anadarko Petroleum Corporation ("APC") is a wholly owned subsidiary of BMS. APC owns (i) 100% of Anadarko Holding Company ("AHC") and (ii) indirectly, 100% of the common stock of WGR and Kerr-McGee Corporation ("KMG"). WGR is the sole member of APCMH and APCMH is the sole member of WGRAH. KMG and AHC together own 100% of the common stock of Kerr-McGee Worldwide Corporation ("KMWW"), and APC and KMWW together indirectly own 100% of the common stock of Anadarko USH1. Accordingly, Oxy USA, OPM, OOP, OPL, BMS, APC, AHC, WGR, Anadarko USH1, KMG, APCMH, WGRAH and KMWW are all direct or indirect wholly owned subsidiaries of Occidental.

Remarks:
Due to the limitations of the U.S. Securities and Exchange Commission's electronic filing system, each of Occidental, WGR, Anadarko USH1, KMG, APCMH, KMWW and WGRAH are concurrently filing a Form 4 to report the transaction disclosed herein.

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