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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Purchase Contract Obligation to Deliver Common Units | (1) (2) | 06/16/2015 | J | 1,200,000 | 06/07/2018 | 06/07/2018 | Common Units | 1,030,920 | (1) (2) | 9,200,000 | D |
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 | 06/17/2015 | |
**Signature of Reporting Person | Date | |
/s/ Western Gas Resources, Inc., by Philip H. Peacock as attorney-in-fact | 06/17/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | On June 10, 2015, Anadarko Petroleum Corporation ("Anadarko") sold 8,000,000 7.5% Tangible Equity Units ("TEUs") at a price to the public of $50.00 per TEU ($48.50 per TEU, net of underwriting discounts). On June 16, 2015, Anadarko sold an additional 1,200,000 TEUs pursuant to the exercise of the underwriters' over-allotment option. Each TEU consists of (1) a prepaid equity purchase contract (each, a "Purchase Contract") under which the holder has purchased and Anadarko will agree to deliver on June 7, 2018 (subject to postponement or early settlement in certain circumstances), a number of the Issuer's Common Units, subject to Anadarko's right to elect to deliver shares of its common stock in lieu of such Common Units and (2) a senior amortizing note issued by Anadarko. A maximum of 7,903,720 Common Units may be issued upon settlement of the Purchase Contracts (Following the closing of the over-allotment issuance). (Continued in Footnote 2) |
(2) | Western Gas Resources, Inc. ("WGR") directly or indirectly owns 191,087,365 common units, representing an 87% 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. Anadarko owns all of the issued and outstanding shares of common stock of WGR. Accordingly, Anadarko may be deemed to be an indirect beneficial owner of any securities held by WGR. |