Dial Christopher B. Form 4 Western Midstream Partners / Christopher B. Dial 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^*

Dial Christopher B.

(Last) (First) (Middle)

9950 WOODLOCH FOREST DR.

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Western Midstream Partners, LP [ WES ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2022

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

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 units representing limited partner interests	08/12/2022		A		535	A	$0	30,820	D
Common units representing limited partner interests	08/12/2022		F		211	D	$28.17	30,609	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
2020 Performance Unit - ROA	(1)							02/12/2023	02/12/2023	Common units representing limited partner interests	9,363		9,363	D
2020 Performance Unit - TUR	(1)							02/12/2023	02/12/2023	Common units representing limited partner interests	9,363		9,363	D
2021 Performance Unit - ROA	(1)							02/12/2024	02/12/2024	Common units representing limited partner interests	26,764		26,764	D
2021 Performance Unit - TUR	(1)							02/12/2024	02/12/2024	Common units representing limited partner interests	26,764		26,764	D
2022 Performance Unit - ROA	(1)							02/12/2025	02/12/2025	Common units representing limited partner interests	8,671		8,671	D
2022 Performance Unit - TUR	(1)							02/12/2025	02/12/2025	Common units representing limited partner interests	8,671		8,671	D
Phantom Units	(2)							(3)	(3)	Common units representing limited partner interests	11,444		11,444	D
Phantom Units	(2)							(4)	(4)	Common units representing limited partner interests	35,183		35,183	D

Explanation of Responses:

1. 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.

2. 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.

3. These Phantom Units vest ratably over a three-year period on February 12th of each year, and will pay distribution equivalent rights in the form of WES Common Units on a current basis.

4. 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.

	/s/ Philip C. Neisel, as attorney-in-fact	08/16/2022
	** 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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