Sec Form 4 Filing - ANADARKO PETROLEUM CORP @ Western Gas Partners LP - 2019-02-13

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
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)
02/13/2019
(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 52,143,426 ( 3 ) ( 4 ) 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
Class C units representing limited partner interests $ 0 02/13/2019 J 308,723 ( 1 )( 2 ) ( 1 )( 2 ) Common units representing limited partner interests 308,723 $ 45.62 14,681,388 I See footnotes ( 1 ) ( 2 ) ( 3 )
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
Kerr-McGee Worldwide Corp
1201 LAKEROBBINSDR.
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 02/14/2019
Signature of Reporting Person Date
/s/ Philip H. Peacock, Authorized Signatory of Western Gas Resources, Inc. 02/14/2019
Signature of Reporting Person Date
/s/ Philip H. Peacock, Senior Vice President, General Counsel and Corporate Secretary of the general Partner of Western Gas Equity Partners, LP 02/14/2019
Signature of Reporting Person Date
/s/ Philip H. Peacock, Senior Vice President, General Counsel and Corporate Secretary Holdings, LLC 02/14/2019
Signature of Reporting Person Date
/s/ Philip H. Peacock, Authorized Signatory for Kerr-McGee Worldwide Corporation 02/14/2019
Signature of Reporting Person Date
/s/ Philip H. Peacock, Authorized Signatory for APC Midstream Holdings, LLC 02/14/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 ofadditional 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 transactionrepresents the quarterly distribution of Class C Units to AMH for the quarter ended December 31, 2018. Except as provided in that certain Contribution Agreement and Agreement and Plan of Merger, dated as of November7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC,
( 2 )(Continued from Footnote 1) WES, Western Gas Holdings, LLC, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation,APC Midstream Holdings, LLC, and Delaware Basin Midstream, LLC, 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 AMHextends the conversion date.
( 3 )As of February 13, 2019, (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 unitsand 14,681,388 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) 77.8% of the issuedand 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 WGRand Anadarko may be deemed to be indirect beneficial owners of any securities held by AMH
( 4 )As of February 13, 2019, (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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