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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 |
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 | |||
APC Midstream Holdings, LLC 1201 LAKE ROBBINS DR. THE WOODLANDS, TX 77380 |
X | |||
Anadarko E&P Onshore LLC 1201 LAKE ROBBINS DR. THE WOODLANDS, TX 77380 |
X | |||
Kerr-McGee Worldwide Corp 1201 LAKEROBBINSDR. THE WOODLANDS, TX 77380 |
X |
/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 |
* | 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 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. |