SEC Form 4 · accession 0000899243-17-001080
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 9, 2017
Accepted (ET)
Jan 11, 2017 · 12:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001483096
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1,F3 | Jan 9, 2017 | A | 289,277,117 | — | A | 643,511,972 | D | |
| Common UnitsF2,F3 | Jan 9, 2017 | A | 51,047,349 | $36.0859 | A | 694,559,321 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On January 9, 2017, The Williams Companies, Inc. ("Williams") acquired 289,277,117 common units (the "Common Units") of Williams Partners, L.P. ("WPZ") in exchange for (a) the permanent waiver of all rights to distributions and other payments with respect to the Incentive Distribution Rights (as defined in WPZ's First Amended and Restated Agreement of Limited Partnership, dated as of August 3, 2010, as amended (the "Partnership Agreement")) indirectly owned by Williams, (b) the conversion of the General Partner Interest (as defined in the Partnership Agreement) indirectly owned by Williams into a non-economic general partner interest in WPZ and (c) cash in an amount equal to $10,000,000. Immediately following this acquisition, Williams contributed the Common Units to Williams Gas Pipeline Company, LLC ("WGP"), its wholly-owned subsidiary.
- F2On January 9, 2017, Williams and WGP entered into an agreement with WPZ pursuant to which WGP agreed to purchase 51,047,349 common units from WPZ at a price per unit of $36.08586. The purchase is expected to be consummated on January 13, 2017.
- F3Giving effect to the consummation of the transactions described above, Williams indirectly beneficially owns (a) 694,559,321 Common Units held by WGP, a wholly owned subsidiary of Williams, and (b) 16,690,016 Class B Units held by WGP, which is all of the Class B Units outstanding.