SEC Form 4 · accession 0000899243-19-005796
Western Midstream Operating, LP · WES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven D Arnold
Director
Period of report
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 4:58 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 Partnership InterestsF1,F2 | Feb 28, 2019 | D | 37,938 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF3 | — | Feb 28, 2019 | D | 2,005 | D | May 8, 2019 | May 8, 2019 | Common Units Representig Limited Partnership Interests | 2,005 | 0 | D |
Explanation of responses
- F1Disposition in connection with the merger of a wholly owned subsidiary of Western Gas Equity Partners, LP ("WGP") with Western Gas Partners, LP ("WES"), with WES continuing as the surviving entity and becoming a wholly owned subsidiary of WGP (the "Merger"). On February 27, 2019, the last trading day for the WES common units, the closing price of WES's common units was $49.55 per unit and the closing price of WGP's common units was $32.72 per unit. Each WES common unit outstanding was converted into the right to receive 1.525 WGP common units.
- F2(Continued from footnote 1) As part of the Merger, WES changed its name to "Western Midstream Operating, LP" and its common units, which previously traded on the New York Stock Stock Exchanged ("NYSE") under the "WES" ticker symbol, ceased trading, and WGP changed its name to "Western Midstream Partners, LP" and its common units, which previously traded on the NYSE under the "WGP" ticker symbol, began trading on the NYSE under the "WES" ticker symbol when the market opened on Thursday, February 28, 2019.
- F3In connection with the Merger, Mr. Arnold's grant of 2,005 WES phantom units was converted into a grant of 3,058 WGP phantom units, which reflects the conversion ratio of 1.525 WGP common units for each WES common unit set forth in the Merger transaction document. Each WES phantom unit represented the economic equivalent of one WES common unit that, upon vesting, entitled the holder to receive a WES common unit