Sec Form 4 Filing - Dunn Micheal G. @ WILLIAMS COMPANIES INC - 2019-02-19

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
Dunn Micheal G.
2. Issuer Name and Ticker or Trading Symbol
WILLIAMS COMPANIES INC [ WMB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President & COO
(Last) (First) (Middle)
ONE WILLIAMS CENTER
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2019
(Street)
TULSA, OK74172
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 Stock 02/19/2019 A 51,058 A $ 0 92,400 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 (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
Restricted Stock Units ( 1 ) $ 0 02/19/2019 A 48,396 02/19/2022 02/19/2022 Common Stock 48,396 $ 0 48, 396 D
Restricted Stock Units ( 2 ) $ 0 02/19/2019 A 42,551 02/19/2022 02/19/2022 Common Stock 42,551 $ 0 42,551 D
Restricted Stock Units ( 2 ) $ 0 02/19/2019 A 42,552 02/19/2023 02/19/2023 Common Stock 42,552 $ 0 42,552 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dunn Micheal G.
ONE WILLIAMS CENTER
TULSA, OK74172
Executive Vice President & COO
Signatures
Cheryl L. Mahon, Attorney-in-Fact 02/21/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vesting is subject to applicable grant agreement and Compensation and Management Development Committee certification that the Company has met the applicable three year performance measures of return on capital employed and total shareholder return, each weighted at 50%. The payout will range from 0 percent to 200 percent of the awarded number of units.
( 2 )Vesting is subject to applicable grant agreement and Compensation and Management Development Committee certification that the Company has met the applicable three year performance measure of Adjusted EPS. Any earned units based on approved performance results will generally distribute 50% on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date. The payout will range from 0 percent to 200 percent of the awarded number of units.

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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