Sec Form 4 Filing - Global Infrastructure Investors II, LLC @ ACCESS MIDSTREAM PARTNERS LP - 2014-07-01

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 Global Infrastructure Investors II, LLC 2. Issuer Name and Ticker or Trading Symbol ACCESS MIDSTREAM PARTNERS LP [ ACMP] 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) 12 E. 49TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2014 (Street) NEW YORK, NY10017 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 07/01/2014 S 48,742,361 D $ 65.36 0 I See footnotes ( 1 ) ( 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 Convertible Class B Units ( 2 ) 07/01/2014 S 6,340,022 ( 2 ) ( 2 ) Common Units 6,340,022 $ 65.36 0 I See footnotes ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Global Infrastructure Investors II, LLC 12 E. 49TH STREET NEW YORK, NY10017 X Global Infrastructure GP II, L.P. 12E. 49TH STREET NEW YORK, NY10017 X GIP II Eagle Holdings Partnership, L.P. 12E. 49TH STREET NEW YORK, NY10017 X GIP II Eagle Acquisition Holdings GP, LLC 12E. 49TH STREET NEW YORK, NY10017 X GIP II Eagle 2 Holding, L.P. 12E. 49TH STREET NEW YORK, NY10017 X GIP II Hawk Holdings Partnership GP, L.L.C. 12E. 49TH STREET NEW YORK, NY10017 X X GIP II Hawk Holdings Partnership, L.P. 12E. 49TH STREET NEW YORK, NY10017 X X GIP II Hawk 2 Holding, L.P. 12E. 49TH STREET NEW YORK, NY10017 X X Signatures GLOBAL INFRASTRUCTURE INVESTORS II, LLC, by: /s/ Mark Levitt, Secretary 07/01/2014 Signature of Reporting Person Date GLOBAL INFRASTRUCTURE GP II, L.P., by: Global Infrastructure Investors II, LLC, its general partner, by: /s/ Mark Levitt, Secretary 07/01/2014 Signature of Reporting Person Date GIP II EAGLE HOLDINGS PARTNERSHIP, L.P. by: GIP II Eagle Acquisition Holdings GP, LLC, its general partner, by: /s/ Mark Levitt, Officer 07/01/2014 Signature of Reporting Person Date GIP II EAGLE ACQUISITION HOLDINGS GP, LLC, by: /s/ Mark Levitt, Officer 07/01/2014 Signature of Reporting Person Date GIP II EAGLE 2 HOLDING, L.P, by: GIP II Eagle 2 Holding GP, LLC, by: GIP II-B Eagle AIV 1, L.P., by: Global Infrastructure GP II, L.P., by: Global Infrastructure Investors II, LLC, by: /s/ Mark Levitt, Secretary 07/01/2014 Signature of Reporting Person Date GIP II HAWK HOLDINGS PARTNERSHIP GP, LLC, by: /s/ Mark Levitt, Authorized Signatory 07/01/2014 Signature of Reporting Person Date GIP II HAWK HOLDINGS PARTNERSHIP, L.P., by: GIP II Hawk Holdings Partnership GP, LLC, its general partner, by: /s/ Mark Levitt, Authorized Signatory 07/01/2014 Signature of Reporting Person Date GIP II HAWK 2 HOLDING, L.P., by GIP II Eagle 2 Holding GP, LLC, by GIP II-B Eagle AIV 1, L.P., by Global Infrastructure GP II, L.P., by Global Infrastructure Investors II, LLC, by /s/ Mark Levitt, Authorized Representative 07/01/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Prior to the transactions reported herein, GIP II Eagle Holdings Partnership, L.P. ("Eagle Holdings"), GIP II Hawk Holdings Partnership, L.P. ("Hawk Holdings"), GIP II Eagle 2 Holding, L.P. ("Eagle 2") and GIP II Hawk 2 Holding, L.P. ("Hawk 2"). were the record holders of 42,429,970, 5,335,317, 712,757 and 264,317 Common Units, respectively. ( 2 )The Convertible Class B Units will be convertible into Common Units on a one-for-one basis at the election of either the holder or the Issuer from the business day after the record date for the distribution on Common Units for the fiscal quarter ending December 31, 2014, and other circumstances as noted in the Amended and Restated Limited Partnership Agreement of the Issuer, as amended. ( 3 )Prior to the transactions reported herein, Hawk Holdings and GIP Hawk 2 were the record holders of 6,040,758 and 299,264 Convertible Class B Units, respectively. ( 4 )Global Infrastructure Investors II, LLC is the sole general partner of Global Infrastructure GP II, L.P. ("Global GP"). Global GP is: (i) the managing member of GIP II Eagle Acquisition Holdings GP, LLC, which is the general partner of Eagle Holdings; (ii) the managing member of GIP II Hawk Holdings Partnership GP, LLC, which is the general partner of Hawk Holdings; (iii) the general partner of the managing member of the general partner of Eagle 2; and (iv) the general partner of the managing member of the general partner of Hawk 2. Each of the reporting persons expressly disclaims beneficial ownership of the Common Units and Convertible Class B Units reported herein except to the extent of its pecuniary interest therein.

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