Sec Form 4 Filing - ANADARKO PETROLEUM CORP @ Western Gas Partners LP - 2016-03-14

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 ANADARKO PETROLEUM CORP 2. Issuer Name and Ticker or Trading Symbol Western Gas 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) 1201 LAKE ROBBINS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2016 (Street) THE WOODLANDS, TX77380 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 representing limited partner interests 03/14/2016 P 1,253,761 A $ 29.91 51,307,585 I See footnotes ( 1 ) ( 2 ) ( 3 ) Common Units representing limited partner interests 03/14/2016 P 835,841 A $ 29.91 52,143,426 I See footnotes ( 1 ) ( 2 ) ( 3 )

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 ANADARKO PETROLEUM CORP 1201 LAKE ROBBINS DRIVE THE WOODLANDS, TX77380 X WESTERN GAS RESOURCES INC 1201 LAKE ROBBINS DR. THE WOODLANDS, TX77380 X Western Gas Equity Partners, LP 1201 LAKE ROBBINS DR. THE WOODLANDS, TX77380 X Western Gas Equity Holdings, LLC 1201 LAKE ROBBINS DR. THE WOODLANDS, TX77380 X ANADARKO MARCELLUS MIDSTREAM, L.L.C. 1201 LAKE ROBBINS DR. THE WOODLANDS, TX77380 X APC Midstream Holdings, LLC 1201 LAKE ROBBINS DR. THE WOODLANDS, TX77380 X Signatures /s/ Philip H. Peacock, Authorized Signatory of Anadarko Petroleum Corporation 03/16/2016 Signature of Reporting Person Date /s/ Philip H. Peacock, Authorized Signatory of Western Gas Resources, Inc. 03/16/2016 Signature of Reporting Person Date /s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of the general partner of Western Gas Equity Partners, LP 03/16/2016 Signature of Reporting Person Date /s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of Western Gas Equity Holdings, LLC 03/16/2016 Signature of Reporting Person Date /s/ Philip H. Peacock, Authorized Signatory for Anadarko Marcellus Midstream, L.L.C. 03/16/2016 Signature of Reporting Person Date /s/ Philip H. Peacock, Authorized Signatory for APC Midstream Holdings, LLC 03/16/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 14, 2016, as partial consideration for an acquisition of assets from Anadarko Petroleum Corporation ("Anadarko"), Western Gas Partners, LP ("WES") issued 1,253,761 common units to an indirect wholly owned subsidiary of Anadarko, APC Midstream Holdings, LLC ("AMH"), at $29.91 per unit, pursuant to a Contribution Agreement dated as of February 24, 2016. Separately, Western Gas Partners, LP issued 835,841 common units to Western Gas Equity Partners, LP at $29.91 per unit, pursuant to a Common Unit Purchase Agreement dated February 24, 2016. ( 2 )As of March 14, 2016, (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 11,735,446 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) 87.3% 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. ( 3 )As of March 14, 2016, (i) AMM owns 449,129 WES common units, (ii) Kerr-McGee Worldwide Corporation ("KWC") owns 100% of the membership interests in AMM, (iii) Kerr-McGee Corporation ("KMG") owns 100% of KWC, and (iv) Anadarko owns 100% of KMG. Accordingly, KWC, KMG and Anadarko may be deemed to be indirect beneficial owners of any securities held by AMM.

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