SEC Form 4 · accession 0001209191-15-008747
Williams Partners L.P. · WPZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
WILLIAMS COMPANIES INC
Director · 10% Owner
WILLIAMS GAS PIPELINE CO LLC
Director · 10% Owner
Period of report
Jan 30, 2015
Accepted (ET)
Feb 3, 2015 · 4:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001324518
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1,F2 | Jan 30, 2015 | C | 26,955,414 | — | A | 306,427,658 | D | |
| Common UnitsF2,F3 | Feb 2, 2015 | D | 306,427,658 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class D UnitsF1 | — | Jan 30, 2015 | C | 26,955,414 | D | — | — | Common Units | 26,955,414 | 0 | D |
Explanation of responses
- F1On January 30, 2015, all of the 26,955,414 Class D Units ("Class D Units") representing limited partnership interests in Williams Partners L.P. (the "Partnership") converted on a one-for-one basis and for no additional consideration into Common Units representing limited partnership interests in the Partnership ("WPZ Common Units," and such conversion, the "Class D Conversion"). Following the Class D Conversion, no Class D Units remain outstanding.
- F2On February 2, 2015, Pursuant to an Agreement and Plan of Merger dated as of October 24, 2014 by and among Access Midstream Partners, L.P. ("ACMP"), Access Midstream Partners GP, L.L.C., VHMS LLC, the Partnership and Williams Partners GP LLC, each of the outstanding WPZ Common Units held by Williams Gas Pipeline Company, LLC ("WGP") converted into 0.80036 Common Units representing limited partner interests in ACMP (the "Merger Exchange"). As a result of the Merger Exchange, WGP disposed of its 306,427,658 WPZ Common Units on February 2, 2015.
- F3Giving effect to the Merger Exchange described in footnote 2 above, The Williams Companies, Inc. and WGP no longer own, indirectly or directly, any WPZ Common Units.