0000899243-16-016116.txt : 20160316 0000899243-16-016116.hdr.sgml : 20160316 20160316161416 ACCESSION NUMBER: 0000899243-16-016116 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160314 FILED AS OF DATE: 20160316 DATE AS OF CHANGE: 20160316 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Western Gas Partners LP CENTRAL INDEX KEY: 0001414475 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 261075808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: Western Gas Partners DATE OF NAME CHANGE: 20071009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: APC Midstream Holdings, LLC CENTRAL INDEX KEY: 0001601306 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 161509849 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANADARKO MARCELLUS MIDSTREAM, L.L.C. CENTRAL INDEX KEY: 0001571011 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 161509850 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Western Gas Equity Holdings, LLC CENTRAL INDEX KEY: 0001563544 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 161509851 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: (832) 636-6000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WESTERN GAS RESOURCES INC CENTRAL INDEX KEY: 0000856716 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 161509854 BUSINESS ADDRESS: STREET 1: 1099 18TH STREET, SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202-1955 BUSINESS PHONE: 303 452 5603 MAIL ADDRESS: STREET 1: 1099 18TH STREET, SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202-1955 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANADARKO PETROLEUM CORP CENTRAL INDEX KEY: 0000773910 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 161509855 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380-1046 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DR. CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Western Gas Equity Partners, LP CENTRAL INDEX KEY: 0001423902 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 161509853 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380-7046 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380-7046 FORMER NAME: FORMER CONFORMED NAME: WGR Holdings LLC DATE OF NAME CHANGE: 20080115 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-03-14 0 0001414475 Western Gas Partners LP WES 0000773910 ANADARKO PETROLEUM CORP 1201 LAKE ROBBINS DRIVE THE WOODLANDS TX 77380 0 0 1 0 0000856716 WESTERN GAS RESOURCES INC 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001423902 Western Gas Equity Partners, LP 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001563544 Western Gas Equity Holdings, LLC 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001571011 ANADARKO MARCELLUS MIDSTREAM, L.L.C. 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001601306 APC Midstream Holdings, LLC 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 Common Units representing limited partner interests 2016-03-14 4 P 0 1253761 29.91 A 51307585 I See footnotes Common Units representing limited partner interests 2016-03-14 4 P 0 835841 29.91 A 52143426 I See footnotes On March 14, 2016, as partial consideration for an acquisition of assets from Anadarko Petroleum Corporation ("Anadarko"), Western Gas Partners, LP ("WES") issued 1,253,761 common units to an indirect wholly owned subsidiary of Anadarko, APC Midstream Holdings, LLC ("AMH"), at $29.91 per unit, pursuant to a Contribution Agreement dated as of February 24, 2016. Separately, Western Gas Partners, LP issued 835,841 common units to Western Gas Equity Partners, LP at $29.91 per unit, pursuant to a Common Unit Purchase Agreement dated February 24, 2016. As of March 14, 2016, (i) WGP owns 50,132,046 WES common units and 100% of the membership interests in WES's general partner, Western Gas Holdings, LLC, and AMH owns 1,562,251 WES common units and 11,735,446 Class C units, (ii) Western Gas Resources, Inc. ("WGR") owns (A) all of the membership interests of Western Gas Equity Holdings, LLC ("WGP GP"), the general partner of WGP, (B) 87.3% of the issued and outstanding limited partner interests in WGP, and (Z) 100% of the membership interests in AMH, (iii) WGP GP owns a 0% noneconomic general partner interest in WGP, and (iv) Anadarko Petroleum Corporation ("Anadarko") owns all of the issued and outstanding shares of common stock of WGR. Accordingly, WGP GP, WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by WGP, and WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by AMH. As of March 14, 2016, (i) AMM owns 449,129 WES common units, (ii) Kerr-McGee Worldwide Corporation ("KWC") owns 100% of the membership interests in AMM, (iii) Kerr-McGee Corporation ("KMG") owns 100% of KWC, and (iv) Anadarko owns 100% of KMG. Accordingly, KWC, KMG and Anadarko may be deemed to be indirect beneficial owners of any securities held by AMM. /s/ Philip H. Peacock, Authorized Signatory of Anadarko Petroleum Corporation 2016-03-16 /s/ Philip H. Peacock, Authorized Signatory of Western Gas Resources, Inc. 2016-03-16 /s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of the general partner of Western Gas Equity Partners, LP 2016-03-16 /s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of Western Gas Equity Holdings, LLC 2016-03-16 /s/ Philip H. Peacock, Authorized Signatory for Anadarko Marcellus Midstream, L.L.C. 2016-03-16 /s/ Philip H. Peacock, Authorized Signatory for APC Midstream Holdings, LLC 2016-03-16