SEC Form 4 · accession 0000899243-18-028732
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
APC Midstream Holdings, LLC
10% Owner
Kerr-McGee Worldwide Corp
10% Owner
Period of report
Nov 13, 2018
Accepted (ET)
Nov 13, 2018 · 5:00 pm 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 interestsF3,F4,F1,F2 | holding | — | — | — | 52,143,426 | 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,F3 | $0.00 | Nov 13, 2018 | J | 327,236 | A | — | — | Common units representing limited partner interests | 327,236 | 14,372,665 | 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 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 September 30, 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,
- F2(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.
- F3As of November 13, 2018, (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 14,372,665 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
- F4As of November 13, 2018, (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.