SEC Form 4 · accession 0000899243-15-008091
Western Midstream Operating, LP · WES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ANADARKO PETROLEUM CORP
10% Owner
WESTERN GAS RESOURCES INC
10% Owner
Western Gas Equity Partners, LP
10% Owner
Western Gas Equity Holdings, LLC
10% Owner
Anadarko E&P Onshore LLC
10% Owner
ANADARKO HOLDING Co
10% Owner
ANADARKO MARCELLUS MIDSTREAM, L.L.C.
10% Owner
APC Midstream Holdings, LLC
10% Owner
Period of report
Feb 12, 2015
Accepted (ET)
Nov 13, 2015 · 6:06 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001414475
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units representing limited partner interestsF2,F3,F1 | holding | — | — | — | 50,053,824 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class C units representing limited partner interestsF1,F2 | $0.00 | Feb 12, 2015 | J | 45,711 | A | — | — | Common units representing limited partner interests | 45,711 | 10,599,564 | I |
| Class C units representing limited partner interestsF1,F2 | $0.00 | May 13, 2015 | J | 118,230 | A | — | — | Common units representing limited partner interests | 118,230 | 11,077,794 | I |
| Class C units representing limited partner interestsF1,F2 | $0.00 | Aug 12, 2015 | J | 153,020 | A | — | — | Common units representing limited partner interests | 153,020 | 11,230,814 | I |
| Class C units representing limited partner interestsF1,F2 | $0.00 | Nov 12, 2015 | J | 181,048 | A | — | — | Common units representing limited partner interests | 181,048 | 11,411,862 | I |
Explanation of responses
- F1On 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 the end of 2017 (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 transactions represent all of the quarterly distributions of Class C Units to AMH since November 25, 2015. The Class C units will convert into common units on a one-for-one basis on December 31, 2017, unless WES elects to convert such units earlier or AMH extends the conversion date.
- F2As of November 12, 2015, (i) WGP owns 49,296,205 WES common units and 100% of the membership interests in WES's general partner, Western Gas Holdings, LLC, and AMH owns 308,490 WES common units and 11,411,862 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) 88.3% 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.
- F3As of November 12, 2015, (i) AMM owns 449,129 WES common units, (ii) Anadarko E&P Onshore LLC ("Anadarko E&P") owns 100% of the membership interests in AMM, (iii) Anadarko Holding Company owns 100% of the member interests in Anadarko E&P, and (iv) Anadarko owns 100% of the member interests in Anadarko Holding Company ("AHC"). Accordingly, Anadarko E&P, AHC and Anadarko may be deemed to be indirect beneficial owners of any securities held by AMM.