UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ANADARKO PETROLEUM CORP 1201 LAKE ROBBINS DRIVE THE WOODLANDS, TX 77380 |
 |  X |  |  |
WESTERN GAS RESOURCES INC 1201 LAKE ROBBINS DR. THE WOODLANDS, TX 77380 |
 |  X |  |  |
/s/ Anadarko Petroleum Corporation by Philip H. Peacock, as Attorney-in-Fact | 12/06/2012 | |
**Signature of Reporting Person | Date | |
/s/ Western Gas Resources, Inc. by Philip H. Peacock, as Attorney-in-Fact | 12/06/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 3 is being filed in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-184763). As of December 6, 2012, Western Gas Resources, Inc. ("WGR") owns all of the issued and outstanding limited partner interests in Western Gas Equity Partners, LP ("Issuer") and Anadarko Petroleum Corporation ("Anadarko") owns all of the issued and outstanding shares of WGR. Accordingly, Anadarko may be deemed to be an indirect beneficial owner of any securities held by WGR. |
(2) | In connection with the closing of the Issuer's initial public offering ("Offering"), all of the previously issued and outstanding limited partner interests of the Issuer held by WGR will be exchanged for newly-issued common units representing limited partner interests of the Issuer ("Common Units"). |
(3) | In connection with the Offering, the Issuer will grant to the underwriters a 30-day over-allotment option to purchase additional Common Units, which will be issued to the underwriters upon any exercise of such option. If the option is exercised in full, the Issuer will also issue additional Common Units to WGR. |
 Remarks: Exhibit List: Exhibit 24.1 - WGR Power of Attorney (CE) Exhibit 24.2 - Anadarko Power of Attorney (CE) |