SEC Form 4 · accession 0001209191-15-052442
Western Midstream Partners, LP · WES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 10, 2015
Accepted (ET)
Jun 11, 2015 · 6:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001423902
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units representing limited partner interestsF1 | Jun 10, 2015 | S | 2,300,000 | $56.45 | D | 191,087,365 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase Contract Obligation to Deliver Common UnitsF2 | — | Jun 10, 2015 | J | 8,000,000 | D | Jun 7, 2018 | Jun 7, 2018 | Common Units | 6,872,800 | 8,000,000 | D |
Explanation of responses
- F1Western Gas Resources, Inc. ("WGR") directly or indirectly owns 191,087,365 common units, representing an 87% limited partner interest in the Issuer, and 100% of the equity interests of Western Gas Equity Holdings, LLC, which holds a 0% noneconomic general partner interest in the Issuer. Anadarko Petroleum Corporation ("Anadarko") owns all of the issued and outstanding shares of common stock of WGR. Accordingly, Anadarko may be deemed to be an indirect beneficial owner of any securities held by WGR.
- F2On June 10, 2015, Anadarko sold 8,000,000 7.5% Tangible Equity Units ("TEUs") at a price to the public of $50.00 per TEU ($48.50 per TEU, net of underwriting discounts). Pursuant to the terms of the related underwriting agreement, Anadarko granted the underwriters a 30-day option to purchase up to an additional 1,200,000 TEUs. Each TEU consists of (1) a prepaid equity purchase contract (each, a "Purchase Contract") under which the holder has purchased and Anadarko will agree to deliver on June 7, 2018 (subject to postponement or early settlement in certain circumstances), a number of the Issuer's Common Units, subject to Anadarko's right to elect to deliver shares of its common stock in lieu of such Common Units and (2) a senior amortizing note issued by Anadarko. A maximum of 6,872,800 Common Units may be issued upon settlement of the Purchase Contracts (or 7,903,720 Common Units if the TEU Underwriters exercise their option to purchase an additional 1,200,000 TEUs in full).