Sec Form 4 Filing - ANADARKO PETROLEUM CORP @ Western Gas Equity Partners, LP - 2018-06-07

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 Equity Partners, LP [ WGP]
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)
06/07/2018
(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 06/07/2018 J/K 8,207,320 D 170,380,045 I See footnote ( 1 )
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
Purchase Contract Obligation to Deliver Common Units ( 1 ) 06/07/2018 J/K( 1 ) 9,200,000 06/07/2018 06/07/2018 Common Units 8,207,320 ( 1 ) 0 D
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
Signatures
/s/ Anadarko Petroleum Corporation, by Philip H. Peacock as attorney-in-fact 06/07/2018
Signature of Reporting Person Date
/s/ Western Gas Resources, Inc., by Philip H. Peacock as attorney-in-fact 06/07/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 7, 2018, Anadarko Petroleum Corporation ("Anadarko") transferred 8,207,320 common units of the Issuer to settle 9,200,000 tangible equity units issued by Anadarko in June 2015. An immaterial amount of common units of the Issuer is expected to be returned to Anadarko as a result of the settlement of TEUs with cash in lieu of fractional Issuer common units. Following settlement and without regard to TEUs settled in cash as referenced in the preceding sentence, Anadarko directly or indirectly owns 170,380,045 common units, representing a 77.8% limited partner interest in the Issuer, and 100% of the equity interests of Western Gas Equity Holdings, LLC, which holds a 0% noneconomic general partner interest in the Issuer.

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