Donald R Chappel Form 4/A WILLIAMS COMPANIES / DONALD R CHAPPEL ownership change

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

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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).

1. Name and Address of Reporting Person^*

CHAPPEL DONALD R

(Last) (First) (Middle)

ONE WILLIAMS CENTER

(Street)

TULSA OK 74172

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WILLIAMS COMPANIES INC [ WMB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/28/2017

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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 Stock(1)(2)	02/24/2017		M		19,838	A	$23.04	330,829	D
Common Stock(1)(2)	02/24/2017		M		19,838	A	$23.04	350,667	D
Common Stock(1)(2)	02/24/2017		M		19,839	A	$23.04	370,506	D
Common Stock(1)	02/24/2017		F		52,436	D	$27.97	318,070	D
Common Stock(1)(3)	02/24/2017		M		20,110	A	$0.00	338,180	D
Common Stock(1)	02/24/2017		F		6,060	D	$27.97	332,120	D

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
Stock Option (Right to Buy)(1)(2)	$23.04	02/24/2017		M			19,838	02/25/2009	02/26/2017	Common Stock	19,838	$0.00	39,677	D
Stock Option (Right to Buy)(1)(2)	$23.04	02/24/2017		M			19,838	02/25/2010	02/26/2017	Common Stock	19,838	$0.00	19,839	D
Stock Option (Right to Buy)(1)(2)	$23.04	02/24/2017		M			19,839	02/25/2011	02/26/2017	Common Stock	19,839	$0.00	0	D
Restricted Stock Units(1)(3)	$0.00	02/24/2017		M			20,110	02/24/2017	02/24/2017	Common Stock	20,110	$0.00	0	D

Explanation of Responses:

1. This filing amends and replaces that certain Form 4 filed on February 28, 2017. The February 28, 2017 filing was made in error, and was duplicative of a previous filing.

2. Transactions were automatically effected pursuant to issuer plan which prevents expiration of in-the-money stock option grants.

3. Payout of Restricted Stock Units, in a transaction exempt under Rules 16-3(d) and 16b-6(b), of shares of common stock awarded under The Williams Companies, Inc. 2007 Incentive Plan of which a portion of the shares were withheld for taxes.

Remarks:

	Cher S. Lawrence, Attorney-in-fact	09/28/2017
	** 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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