1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Occidental Petroleum Corporation
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (please see Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
55.5%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC; CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oxy USA Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (please see Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
55.5%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Occidental Permian Manager LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (please see Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
55.5%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO - limited liability company
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OXY Oil Partners, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (please see Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
55.5%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC; CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Occidental Permian Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (please see Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Texas
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
55.5%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Baseball Merger Sub 2, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (please see Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
55.5%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC; CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Anadarko Petroleum Corporation
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (please see Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
251,197,617 common units
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
55.5%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC; CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Western Gas Resources, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (please see Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
233,290,971 common units
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
233,290,971 common units
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
233,290,971 common units
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
51.5%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC; CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
APC Midstream Holdings, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (please see Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
62,910,810 common units
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
62,910,810 common units
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
62,910,810 common units
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
13.9%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO - limited liability company
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
WGR Asset Holding Company LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (please see Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
38,139,260 common units
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
38,139,260 common units
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
38,139,260 common units
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
8.4%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO - limited liability company
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Kerr-McGee Worldwide Corp.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (please see Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
684,922 common units
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
684,922 common units
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
684,922 common units
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.2%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC; CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Anadarko E&P Onshore LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (please see Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
17,221,724 common units
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
17,221,724 common units
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
17,221,724 common units
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
3.8%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO - limited liability company
|
|
|
|||
|
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Partnership.
|
(a) -(b)
|
The aggregate number and percentage of common units beneficially owned by each Reporting Person (on the basis of a total of 453,008,854 common units issued and outstanding as of July 29, 2019) is as follows:
|
(a)
|
Amount beneficially owned: 251,197,617 common units Percentage: 55.5%
|
(b)
|
Number of common units to which the Reporting Person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 251,197,617 common units
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 251,197,617 common units
|
(a)
|
Amount beneficially owned: 251,197,617 common units Percentage: 55.5%
|
(b)
|
Number of common units to which the Reporting Person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 251,197,617 common units
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 251,197,617 common units
|
(a)
|
Amount beneficially owned: 251,197,617 common units Percentage: 55.5%
|
(b)
|
Number of common units to which the Reporting Person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 251,197,617 common units
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 251,197,617 common units
|
(a)
|
Amount beneficially owned: 251,197,617 common units Percentage: 55.5%
|
(b)
|
Number of common units to which the Reporting Person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 251,197,617 common units
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 251,197,617 common units
|
(a)
|
Amount beneficially owned: 251,197,617 common units Percentage: 55.5%
|
(b)
|
Number of common units to which the Reporting Person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 251,197,617 common units
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 251,197,617 common units
|
(a)
|
Amount beneficially owned: 251,197,617 common units Percentage: 55.5%
|
(b)
|
Number of common units to which the Reporting Person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 251,197,617 common units
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 251,197,617 common units
|
(a)
|
Amount beneficially owned: 251,197,617 common units Percentage: 55.5%
|
(b)
|
Number of common units to which the Reporting Person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 251,197,617 common units
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 251,197,617 common units
|
(a)
|
Amount beneficially owned: 233,290,971 common units Percentage: 51.5%
|
(b)
|
Number of common units to which the Reporting Person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 233,290,971 common units
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 233,290,971 common units
|
(a)
|
Amount beneficially owned: 62,910,810 common units Percentage: 13.9%
|
(b)
|
Number of common units to which the Reporting Person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 62,910,810 common units
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 62,910,810 common units
|
(a)
|
Amount beneficially owned: 38,139,260 common units Percentage: 8.4%
|
(b)
|
Number of common units to which the Reporting Person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 38,139,260 common units
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 38,139,260 common units
|
(a)
|
Amount beneficially owned: 684,922 common units Percentage: 0.2%
|
(b)
|
Number of common units to which the Reporting Person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 684,922 common units
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 684,922 common units
|
(a)
|
Amount beneficially owned: 17,221,724 common units Percentage: 3.8%
|
(b)
|
Number of common units to which the Reporting Person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 17,221,724 common units
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 17,221,724 common units
|
(c)
|
None of the Reporting Persons, or to the Reporting Persons’ knowledge, none of the Listed Persons, has effected any transactions in the common units during the past 60 days, other than the indirect acquisition of the common units as
described in the Introductory Note.
|
(d)
|
The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective common units reported by such persons on the cover pages of the Schedule 13D and in this Item 5. See Schedule I for the
information applicable to the Listed Persons. Except for the foregoing, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale
of, common units beneficially owned by the Reporting Persons or, to the Reporting Persons’ knowledge, the Listed Persons.
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit A
|
Joint Filing Agreement, dated August 19, 2019.
|
Exhibit B
|
Agreement and Plan of Merger, dated as of May 9, 2019, among Occidental Petroleum Corporation, Baseball Merger Sub 1, Inc. and Anadarko Petroleum Corporation (incorporated by reference to Exhibit 2.1 of Occidental Petroleum Corporation’s
Current Report on Form 8-K filed with the SEC on May 10, 2019 (File No. 001-09210)).
|
Exhibit C
|
Certificate of Designations with respect to the Cumulative Perpetual Preferred Stock, Series A (incorporated by reference to Exhibit 3.1 of Occidental Petroleum Corporation’s Current Report on Form 8-K filed with the SEC on August 8, 2019
(File No. 001-09210)).
|
Exhibit D
|
Warrant to purchase 80,000,000 shares of common stock (form of Warrant incorporated by reference to Annex B to Exhibit 10.1 of Occidental Petroleum Corporation’s Current Report on Form 8-K filed on May 3, 2019 (File No. 001-09210)).
|
Exhibit E
|
Term Loan Agreement, dated as of June 3, 2019, among Occidental Petroleum Corporation, the lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of Occidental Petroleum Corporation’s
Current Report on Form 8-K filed with the SEC on August 8, 2019 (File No. 001-09210)).
|
Exhibit F
|
Indenture, dated as of August 8, 2019, between Occidental Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of Occidental Petroleum Corporation’s Current Report on Form 8-K
filed with the SEC on August 8, 2019 (File No. 001-09210)).
|
Exhibit G
|
Form of Floating Rate Senior Notes due February 2021 (incorporated by reference to Exhibit 4.3 of Occidental Petroleum Corporation’s Current Report on Form 8-K filed with the SEC on August 8, 2019 (File No. 001-09210)).
|
Exhibit H
|
Form of Floating Rate Senior Notes due August 2021 (incorporated by reference to Exhibit 4.4 of Occidental Petroleum Corporation’s Current Report on Form 8-K filed with the SEC on August 8, 2019 (File No. 001-09210)).
|
Exhibit I
|
Form of Floating Rate Senior Notes due 2022 (incorporated by reference to Exhibit 4.5 of Occidental Petroleum Corporation’s Current Report on Form 8-K filed with the SEC on August 8, 2019 (File No. 001-09210)).
|
Exhibit J
|
Form of 2.600% Senior Notes due 2021 (incorporated by reference to Exhibit 4.6 of Occidental Petroleum Corporation’s Current Report on Form 8-K filed with the SEC on August 8, 2019 (File No. 001-09210)).
|
Exhibit K
|
Form of 2.700% Senior Notes due 2022 (incorporated by reference to Exhibit 4.7 of Occidental Petroleum Corporation’s Current Report on Form 8-K filed with the SEC on August 8, 2019 (File No. 001-09210)).
|
Exhibit L
|
Form of 2.900% Senior Notes due 2024 (incorporated by reference to Exhibit 4.8 of Occidental Petroleum Corporation’s Current Report on Form 8-K filed with the SEC on August 8, 2019 (File No. 001-09210)).
|
Exhibit M
|
Form of 3.200% Senior Notes due 2026 (incorporated by reference to Exhibit 4.9 of Occidental Petroleum Corporation’s Current Report on Form 8-K filed with the SEC on August 8, 2019 (File No. 001-09210)).
|
Exhibit N
|
Form of 3.500% Senior Notes due 2029 (incorporated by reference to Exhibit 4.10 of Occidental Petroleum Corporation’s Current Report on Form 8-K filed with the SEC on August 8, 2019 (File No. 001-09210)).
|
Exhibit O
|
Form of 4.300% Senior Notes due 2039 (incorporated by reference to Exhibit 4.11 of Occidental Petroleum Corporation’s Current Report on Form 8-K filed with the SEC on August 8, 2019 (File No. 001-09210)).
|
Exhibit P
|
Form of 4.400% Senior Notes due 2049 (incorporated by reference to Exhibit 4.12 of Occidental Petroleum Corporation’s Current Report on Form 8-K filed with the SEC on August 8, 2019 (File No. 001-09210)).
|
Exhibit Q
|
First Amended and Restated Agreement of Limited Partnership of Western Gas Equity Partners, LP, dated as of December 12, 2012 (incorporated by reference to Exhibit 3.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on
December 12, 2012 (File No. 001-35753)).
|
Exhibit R
|
Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Western Gas Equity Partners, LP, dated as of November 9, 2017 (incorporated by reference to Exhibit 3.1 of the Issuer’s Current Report on Form 8-K filed
with the SEC on November 9, 2017 (File No. 001-35753)).
|
Exhibit S
|
Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.6 of the Issuer’s Current Report on Form 8-K filed
with the SEC on March 1, 2019 (File No. 001-35753)).
|
Exhibit T
|
Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.7 of the Issuer’s Current Report on Form 8-K filed with the SEC on
March 1, 2019 (File No. 001-35753)).
|
OCCIDENTAL PETROLEUM CORPORATION | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
OXY USA INC.
|
||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
OCCIDENTAL PERMIAN MANAGER LLC | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
OXY OIL PARTNERS, INC. | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
OCCIDENTAL PERMIAN LTD., by its General Partner, OCCIDENTAL PERMIAN MANAGER LLC | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
BASEBALL MERGER SUB 2, INC. | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
ANADARKO PETROLEUM CORPORATION | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
WESTERN GAS RESOURCES, INC. | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
APC MIDSTREAM HOLDINGS, LLC | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
WGR ASSET HOLDING COMPANY LLC | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
KERR-MCGEE WORLDWIDE CORP. | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
ANADARKO E&P ONSHORE LLC | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
OCCIDENTAL PETROLEUM CORPORATION | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
OXY USA INC.
|
||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
OCCIDENTAL PERMIAN MANAGER LLC | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
OXY OIL PARTNERS, INC. | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
OCCIDENTAL PERMIAN LTD., by its General Partner, OCCIDENTAL PERMIAN MANAGER LLC | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
BASEBALL MERGER SUB 2, INC. | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
ANADARKO PETROLEUM CORPORATION | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
WESTERN GAS RESOURCES, INC. | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
APC MIDSTREAM HOLDINGS, LLC | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
WGR ASSET HOLDING COMPANY LLC | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
KERR-MCGEE WORLDWIDE CORP. | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||
ANADARKO E&P ONSHORE LLC | ||||
|
By:
|
/s/ Nicole E. Clark | ||
Name: | Nicole E. Clark | |||
Title: | Vice President | |||