Sec Form 3 Filing - OCCIDENTAL PETROLEUM CORP /DE/ @ Western Midstream Partners, LP - 2019-08-08

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FORM 3
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
OCCIDENTAL PETROLEUM CORP /DE/
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)
5 GREENWAY PLAZA, SUITE 110
3. Date of Earliest Transaction (MM/DD/YY)
08/08/2019
(Street)
HOUSTON, TX77046
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 251,197,617 ( 1 ) ( 2 ) ( 3 ) ( 4 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
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
OCCIDENTAL PETROLEUM CORP /DE/
5 GREENWAY PLAZA
SUITE 110
HOUSTON, TX77046
X
ANADARKO PETROLEUM CORP
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX77380
X
WESTERN GAS RESOURCES INC
1201 LAKE ROBBINS DRIVE
THE WOODLANDS, TX77380
X
APC Midstream Holdings, LLC
1201 LAKE ROBBINS DRIVE
THE WOODLANDS, TX77380
X
WGR Asset Holding Co LLC
1201 LAKE ROBBINS DRIVE
THE WOODLANDS, TX77380
X
Kerr-McGee Worldwide Corp
1201 LAKE ROBBINS DRIVE
THE WOODLANDS, TX77380
X
Anadarko E&P Onshore LLC
1201 LAKE ROBBINS DRIVE
THE WOODLANDS, TX77380
X
Signatures
/s/ Nicole E. Clark of Occidental Petroleum Corporation 08/19/2019
Signature of Reporting Person Date
/s/ Nicole E. Clark of Anadarko Petroleum Corporation 08/19/2019
Signature of Reporting Person Date
/s/ Nicole E. Clark of Western Gas Resources, Inc. 08/19/2019
Signature of Reporting Person Date
/s/ Nicole E. Clark of APC Midstream Holdings, LLC 08/19/2019
Signature of Reporting Person Date
/s/ Nicole E. Clark of WGR Asset Holding Company LLC 08/19/2019
Signature of Reporting Person Date
/s/ Nicole E. Clark of Kerr-McGee Worldwide Corporation 08/19/2019
Signature of Reporting Person Date
/s/ Nicole E. Clark of Anadarko E&P Onshore LLC 08/19/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )For the reasons discussed in the Remarks below, this and a separate Form 3 filed today are being jointly submitted by Occidental Petroleum Corporation ("Occidental"), Oxy USA Inc. ("Oxy USA"), Occidental Permian Manager LLC ("OPM"), OXY Oil Partners, Inc. ("OOP"), Occidental Permian Ltd. ("OPL"), Baseball Merger Sub 2, Inc. ("BMS"), Anadarko Petroleum Corporation ("Anadarko"), Western Gas Resources, Inc. ("WGR"), APC Midstream Holdings, LLC ("AMH"), WGR Asset Holding Company LLC ("WGRAH"), Kerr-McGee Worldwide Corporation ("KWC") and Anadarko E&P Onshore LLC ("AE&P"). Oxy USA is a wholly owned subsidiary of Occidental. Oxy USA owns 100% of the outstanding membership interests of OPM and 100% of the common stock of OOP. OOP is the limited partner of OPL holding 98% of its partnership interests. OPM is the general partner of OPL, owning 2% of its outstanding partnership interests. OPL owns 100% of the outstanding common stock of BMS.
( 2 )Anadarko is a wholly owned subsidiary of BMS. Anadarko owns 100% of Anadarko Holding Company ("AHC"), owns, directly and indirectly, 100% of the common stock of WGR and Kerr-McGee Corporation ("KMG"), and indirectly owns 100% of the outstanding membership interests in Anadarko Consolidated Holdings LLC ("ACH"). WGR is the sole member of AMH, which is the sole member of WGRAH. KMG and AHC together own 100% of the common stock of KWC. ACH is the sole member of AE&P. Accordingly, Oxy USA, OPM, OOP, OPL, BMS, Anadarko, WGR, AMH, WGRAH, KWC and AE&P are all direct or indirect wholly owned subsidiaries of Occidental.
( 3 )Western Midstream Holdings, LLC (the "General Partner") is the 0% non-economic general partner of Western Midstream Partners, LP (the "Issuer"). WGR is the sole member of the General Partner.
( 4 )The Common Units of the Issuer are held by WGR (170,380,161), AMH (24,771,550), WGRAH (38,139,260), KWC (684,922) and AE&P (17,221,724). On August 8, 2019, pursuant to the terms of the Agreement and Plan of Merger, dated May 9, 2019, by and among Anadarko, Occidental and Baseball Merger Sub 1, Inc., an indirect, wholly owned subsidiary of Occidental ("Merger Subsidiary"), Occidental completed its previously announced acquisition of Anadarko, the indirect general partner and majority unitholder of the Issuer, through the merger of Merger Subsidiary with and into Anadarko (the "Merger"), with Anadarko surviving and continuing as the surviving corporation in the Merger. As a result of the Merger, Anadarko became an indirect, wholly owned subsidiary of Occidental.

Remarks:
Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 3 is one of two filed today reporting on the same class of securities of the same Issuer by the joint filers named in footnote 1 above. Each Form 3 will be filed by Occidental.

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