SEC Form 4 · accession 0001209191-17-007640
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
Nov 4, 2016
Accepted (ET)
Feb 3, 2017 · 4:38 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,F2 | Feb 3, 2017 | A | 7,659,181 | $36.0859 | A | 702,218,502 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Class B UnitsF4,F5,F2,F3 | $0.00 | Nov 4, 2016 | A | 375,181 | A | — | — | Common Units | 375,181 | 16,690,016 | D |
| Convertible Class B UnitsF6,F5,F2,F3 | $0.00 | Feb 3, 2017 | A | 375,800 | A | — | — | Common Units | 375,800 | 17,065,816 | D |
Explanation of responses
- F1On February 3, 2017, Williams Gas Pipeline Company, LLC ("WGP") purchased 7,659,181 common units representing limited partner interests ("Common Units") of Williams Partners L.P. (the "Partnership") at a price per unit of $36.08586 pursuant to the Common Unit Purchase Agreement, dated January 9, 2017, by and among The Williams Companies, Inc. ("Williams"), WGP, and the Partnership.
- F2Giving effect to each of the transactions described herein, Williams indirectly beneficially owns (a) 702,218,502 Common Units held by WGP, a wholly owned subsidiary of Williams, and (b) 17,065,816 Convertible Class B Units ("Class B Units") representing limited partner interests in the Partnership held by WGP, which is all of the Class B Units outstanding.
- F3Class B Units are convertible on a one-for-one basis into Common Units at the election of the holder or the Partnership pursuant to the Partnership's First Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement").
- F4Reflects the number of Class B Units issued to WGP as a Class B Unit Distribution (as defined below) on November 11, 2016, the payment date for the Partnership's cash distribution on Common Units with respect to the third quarter of 2016. The record date for the distribution was November 4, 2016.
- F5Pursuant to the Partnership Agreement, Class B Units receive additional paid-in-kind Class B Units in lieu of cash for each distribution period that distributions are made with respect to the Partnership's Common Units (each a "Class B Unit Distribution"). The number of Class B Units to be issued with respect to each Class B Unit outstanding in connection with a Class B Unit Distribution is the quotient of (i) the amount of the distribution declared for a Common Unit for the applicable distribution period divided by (ii) the volume-weighted average trading price of a Common Unit calculated over the consecutive 30-day trading day period prior to the declaration date for the distribution. The Partnership will round the Class B Units issued down to the next lower whole Class B Unit and pay cash instead of issuing fractional units or round to the next higher whole Class B Unit.
- F6Reflects the number of Class B Units to be issued to WGP as a Class B Unit Distribution on February 10, 2017, the payment date for the Partnership's cash distribution on Common Units with respect to the fourth quarter of 2016. The record date for the distribution is February 3, 2017.