| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Western Midstream Partners, LP [ WES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Units representing limited partner interests | 02/12/2024 | M | 7,347 | A | $0 | 78,984 | D | |||
| Common Units representing limited partner interests | 02/12/2024 | F | 2,994 | D | $28.5 | 75,990 | D | |||
| Common Units representing limited partner interests | 02/12/2024 | M | 5,780 | A | $0 | 81,770 | D | |||
| Common Units representing limited partner interests | 02/12/2024 | F | 2,275 | D | $28.5 | 79,495 | D | |||
| Common Units representing limited partner interests | 02/12/2024 | M | 10,818 | A | $0 | 90,313 | D | |||
| Common Units representing limited partner interests | 02/12/2024 | F | 4,257 | D | $28.5 | 86,056 | D | |||
| Common Units representing limited partner interests | 02/13/2024 | M | 38,196 | A | $0 | 124,252 | D | |||
| Common Units representing limited partner interests | 02/13/2024 | F | 15,031 | D | $27.89 | 109,221 | D | |||
| Common Units representing limited partner interests | 02/13/2024 | M | 33,060 | A | $0 | 142,281 | D | |||
| Common Units representing limited partner interests | 02/13/2024 | F | 13,010 | D | $27.89 | 129,271 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2021 Phantom Units | (1) | 02/12/2024 | M | 7,347 | (2) | (2) | Common Units representing limited partner interests | 7,347 | $0 | 0 | D | ||||
| 2022 Phantom Units | (3) | 02/12/2024 | M | 5,780 | (4) | (4) | Common Units representing limited partner interests | 5,780 | $0 | 5,781 | D | ||||
| 2023 Phantom Units | (1) | 02/12/2024 | M | 10,818 | (2) | 02/12/2026 | Common Units representing limited partner interests | 10,818 | $0 | 21,638 | D | ||||
| 2021 Performance Unit - ROA | (5) | 02/13/2024 | M | 38,196 | 02/12/2024 | 02/12/2024 | Common Units representing limited partner interests | 38,196 | $0 | 0 | D | ||||
| 2021 Performance Unit - TUR | (5) | 02/13/2024 | M | 33,060 | 02/12/2024 | 02/12/2024 | Common Units representing limited partner interests | 33,060 | $0 | 0 | D | ||||
| 2024 Phantom Units | (1) | 02/13/2024 | A | 44,819 | (2) | 02/12/2027 | Common Units representing limited partner interests | 44,819 | $0 | 44,819 | D | ||||
| 2024 Performance Unit - ROA | (5) | 02/13/2024 | A | 22,409 | 02/12/2027 | 02/12/2027 | Common Units representing limited partner interests | 22,409 | $0 | 22,409 | D | ||||
| 2024 Performance Unit - TUR | (5) | 02/13/2024 | A | 22,409 | 02/12/2027 | 02/12/2027 | Common Units representing limited partner interests | 22,409 | $0 | 22,409 | D | ||||
| 2023 Performance Unit - ROA | (5) | 02/12/2026 | 02/12/2026 | Common Units representing limited partner interests | 16,228 | 16,228 | D | ||||||||
| 2023 Performance Unit - TUR | (5) | 02/12/2026 | 02/12/2026 | Common Units representing limited partner interests | 16,228 | 16,228 | D | ||||||||
| 2022 Performance Unit - ROA | (5) | 02/12/2025 | 02/12/2025 | Common Units representing limited partner interests | 8,671 | 8,671 | D | ||||||||
| 2022 Performance Unit - TUR | (5) | 02/12/2025 | 02/12/2025 | Common Units representing limited partner interests | 8,671 | 8,671 | D | ||||||||
| Explanation of Responses: |
| 1. Each Phantom Unit is the economic equivalent of one WES Common Unit representing limited partnership interests, and upon vesting, will entitle the holder to receive a common unit or, at the discretion of the Board of Directors of the General Partner, cash equal to the Fair Market Value of a Common Unit. |
| 2. These Phantom Units vest ratably over a three-year period on February 12th of each year, and will pay distribution equivalent rights in cash on a current basis. |
| 3. Each Phantom Unit is the economic equivalent of one WES Common Unit representing limited partnership interests, and upon vesting, entitled to receive a common unit |
| 4. The phantom units vest in three annual installments beginning one year after the date of grant, and will pay distribution equivalent rights prior to vesting in the form of WES Common Units. |
| 5. Each performance-based unit represents the right to receive, following vesting, between 0% and 200% of one WES Common Unit based upon the achievement of pre-established performance metrics over a 3-year performance period. |
| Remarks: |
| /s/ Philip C. Neisel, as attorney-in-fact | 02/14/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||