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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 | ||||||||
| Class C units representing limited partner interests | $ 0 | 02/13/2019 | J | 308,723 | (1)(2) | (1)(2) | Common units representing limited partner interests | 308,723 | $ 45.62 | 14,681,388 | I | See footnotes (1) (2) (3) | |||
| 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 | |||
| Western Gas Equity Partners, LP 1201 LAKE ROBBINS DR. THE WOODLANDS, TX 77380 |
X | |||
| Western Gas Equity Holdings, LLC 1201 LAKE ROBBINS DR. THE WOODLANDS, TX 77380 |
X | |||
| Kerr-McGee Worldwide Corp 1201 LAKEROBBINSDR. THE WOODLANDS, TX 77380 |
X | |||
| APC Midstream Holdings, LLC 1201 LAKE ROBBINS DR. THE WOODLANDS, TX 77380 |
X | |||
| /s/ Philip H. Peacock, Authorized Signatory of Anadarko Petroleum Corporation | 02/14/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ Philip H. Peacock, Authorized Signatory of Western Gas Resources, Inc. | 02/14/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ Philip H. Peacock, Senior Vice President, General Counsel and Corporate Secretary of the general Partner of Western Gas Equity Partners, LP | 02/14/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ Philip H. Peacock, Senior Vice President, General Counsel and Corporate Secretary Holdings, LLC | 02/14/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ Philip H. Peacock, Authorized Signatory for Kerr-McGee Worldwide Corporation | 02/14/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ Philip H. Peacock, Authorized Signatory for APC Midstream Holdings, LLC | 02/14/2019 | |
| **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 November 25, 2014, Western Gas Partners, LP ("WES") issued 10,913,853 Class C units to APC Midstream Holdings, LLC ("AMH") at a price of $68.72 per unit. The Class C units receive distributions in the form of additional Class C units until March 2020 (unless earlier converted), and will be disregarded with respect to calculating the WES's cash distributions until they are converted to common units. The above transaction represents the quarterly distribution of Class C Units to AMH for the quarter ended December 31, 2018. Except as provided in that certain Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC, |
| (2) | (Continued from Footnote 1) WES, Western Gas Holdings, LLC, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation, APC Midstream Holdings, LLC, and Delaware Basin Midstream, LLC, the Class C units will convert into common units on a one-for-one basis on March 1, 2020, unless WES elects to convert such units earlier or AMH extends the conversion date. |
| (3) | As of February 13, 2019, (i) WGP owns 50,132,046 WES common units and 100% of the membership interests in WES's general partner, Western Gas Holdings, LLC, and AMH owns 1,562,251 WES common units and 14,681,388 Class C units, (ii) Western Gas Resources, Inc. ("WGR") owns (A) all of the membership interests of Western Gas Equity Holdings, LLC ("WGP GP"), the general partner of WGP, (B) 77.8% of the issued and outstanding limited partner interests in WGP, and (Z) 100% of the membership interests in AMH, (iii) WGP GP owns a 0% noneconomic general partner interest in WGP, and (iv) Anadarko Petroleum Corporation ("Anadarko") owns all of the issued and outstanding shares of common stock of WGR. Accordingly, WGP GP, WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by WGP, and WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by AMH |
| (4) | As of February 13, 2019, (i) Kerr-McGee Worldwide Corporation ("KWC") owns 449,129 WES common units, (ii) Kerr-McGee Corporation ("KMG") owns 100% of KWC, and (iii) Anadarko owns 100% of KMG. Accordingly, KMG and Anadarko may be deemed to be indirect beneficial owners of any securities held by KWC. |