Sec Form 4 Filing - ANADARKO PETROLEUM CORP @ Western Midstream Partners, LP - 2019-02-28

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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 Midstream 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)
02/28/2019
(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 interets 02/28/2019 A 80,817,456 A 251,197,501 I See foonotes ( 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
APC Midstream Holdings, LLC
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX77380
X
Anadarko E&P Onshore LLC
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX77380
X
Kerr-McGee Worldwide Corp
1201 LAKEROBBINSDR.
THE WOODLANDS, TX77380
X
Signatures
/s/ Anadarko Petroleum Corporation, by Philip H. Peacock as attorney-in-fact 03/04/2019
Signature of Reporting Person Date
/s/ Western Gas Resources, Inc., by Philip H. Peacock as attorney-infact 03/04/2019
Signature of Reporting Person Date
/s/ APC Midstream Holdings, LLC, by Philip H. Peacock as attorney-infact 03/04/2019
Signature of Reporting Person Date
/s/ Anadarko E&P Onshore LLC, by Philip H. Peacock as attorney-infact 03/04/2019
Signature of Reporting Person Date
/s/ Kerr-McGee Worldwide Corp, by Philip H. Peacock as attorney-infact 03/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 27, 2019, (i) Anadarko Petroleum Corporation ("Anadarko") directly or indirectly owned 170,380,045 common units, representing a 77.8% limited partner interest in Western Gas Equity Partners, LP ("WGP"), and 100% of the equity interests of Western Gas Equity Holdings, LLC ("WGP GP"), which holds a 0% noneconomic general partner interest in WGP.
( 2 )On February 28, 2019 (the "Effective Time"), WGP and the other parties thereto consummated the transactions contemplated by the Contribution Agreement and Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 7, 2018, by and among Western Gas Partners, LP ("WES"), Western Gas Holdings, LLC ("WES GP"), WGP, WGP GP, Anadarko, Anadarko E&P Onshore LLC, Clarity Merger Sub, LLC and certain other affiliates of Anadarko and WES.
( 3 )Upon the Effective Time and as contemplated by the Merger Agreement, certain affiliates of Anadarko, specifically, Anadarko E&P Onshore LLC, ("AE&P") APC Midstream Holdings, LLC ("AMH"), WGR Asset Holding Company LLC (a wholly owned subsidiary of AMH, "WGRAH") and Kerr-McGee Worldwide Corporation ("KMW"), received an aggregate of 80,817,456 WGP common units as follows: 17,221,725 WGP common units to AE&P, 24,771,550 WGP common units to AMH, 39,139,260 WGP common units to WGRAH and 684,922 WGP common units to KMW. Also following the Effective Time, (i) Western Gas Equity Partners, LP changed its name to Western Midstream Partners, LP and (ii) WGP common units, which previously traded on the NYSE under the symbol "WGP" through February 27, 2019, began trading under the symbol "WES" on the NYSE beginning on February 28, 2019.

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