SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GIP II Eagle Holdings Partnership, L.P. (Last) (First) (Middle) 12 E. 49TH STREET (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ACCESS MIDSTREAM PARTNERS LP [ ACMP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/01/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	02/01/2013		J(1)		556,831	D	(1)	33,147,835	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Subordinated Units	$0(3)	02/01/2013		J(1)			570,600	(3)	(3)	Common Units	570,600	(1)	33,967,461	I	See footnote(2)

1. Name and Address of Reporting Person* GIP II Eagle Holdings Partnership, L.P. (Last) (First) (Middle) 12 E. 49TH STREET (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GIP II Eagle Acquisition Holdings GP, LLC (Last) (First) (Middle) 12 E. 49TH STREET (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents a distribution in-kind from GIP II Eagle Holdings Partnership, L.P. ("Eagle Holdings") to GIP II Eagle 2 Holding, L.P., a limited partner of Eagle Holdings.

2. The Common Units and Subordinated Units reported herein are beneficially owned by Eagle Holdings. GIP II Eagle Acquisition Holdings GP, LLC is the general partner of Eagle Holdings. Global Infrastructure Investors II, LLC is the general partner of Global Infrastructure GP II, L.P., which is the managing member of GIP II Eagle Acquisition Holdings GP, LLC. By virtue of these relationships, each of the aforementioned entities may be deemed to share beneficial ownership of the Common Units and Subordinated Units reported herein. Each such entity expressly disclaims beneficial ownership of any such Common Units and Subordinated Units except to the extent of its pecuniary interest therein. Global Infrastructure Investors II, LLC and Global Infrastructure GP II, L.P. filed a Form 3 reporting beneficial ownership of the Common Units and Subordinated Units reported herein on June 25, 2012.

3. The Subordinated Units may be converted into Common Units on a one-for-one basis after the expiration of the Subordination Period (as defined in the First Amended and Restated Agreement of Limited Partnership of the Issuer (the "Partnership Agreement")), and other circumstances as noted in the Partnership Agreement.

	GIP II EAGLE HOLDINGS PARTNERSHIP, L.P. by: GIP II Eagle Acquisition Holdings GP, LLC, its general partner, by: /s/ Matthew Harris, Authorized Signatory	02/05/2013
	GIP II EAGLE ACQUISITION HOLDINGS GP, LLC, by: /s/ Matthew Harris, Authorized Signatory	02/05/2013
	** 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).
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