SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/08/2019 | 3. Issuer Name and Ticker or Trading Symbol Western Midstream Partners, LP [ WES ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Units representing limited partner interests | 251,197,617(1)(2)(3)(4) | I | See Footnotes(1)(2)(3)(4) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. For the reasons discussed in the Remarks below, this and a separate Form 3 filed today are being jointly submitted by Occidental Petroleum Corporation ("Occidental"), Oxy USA Inc. ("Oxy USA"), Occidental Permian Manager LLC ("OPM"), OXY Oil Partners, Inc. ("OOP"), Occidental Permian Ltd. ("OPL"), Baseball Merger Sub 2, Inc. ("BMS"), Anadarko Petroleum Corporation ("Anadarko"), Western Gas Resources, Inc. ("WGR"), APC Midstream Holdings, LLC ("AMH"), WGR Asset Holding Company LLC ("WGRAH"), Kerr-McGee Worldwide Corporation ("KWC") and Anadarko E&P Onshore LLC ("AE&P"). Oxy USA is a wholly owned subsidiary of Occidental. Oxy USA owns 100% of the outstanding membership interests of OPM and 100% of the common stock of OOP. OOP is the limited partner of OPL holding 98% of its partnership interests. OPM is the general partner of OPL, owning 2% of its outstanding partnership interests. OPL owns 100% of the outstanding common stock of BMS. |
| 2. Anadarko is a wholly owned subsidiary of BMS. Anadarko owns 100% of Anadarko Holding Company ("AHC"), owns, directly and indirectly, 100% of the common stock of WGR and Kerr-McGee Corporation ("KMG"), and indirectly owns 100% of the outstanding membership interests in Anadarko Consolidated Holdings LLC ("ACH"). WGR is the sole member of AMH, which is the sole member of WGRAH. KMG and AHC together own 100% of the common stock of KWC. ACH is the sole member of AE&P. Accordingly, Oxy USA, OPM, OOP, OPL, BMS, Anadarko, WGR, AMH, WGRAH, KWC and AE&P are all direct or indirect wholly owned subsidiaries of Occidental. |
| 3. Western Midstream Holdings, LLC (the "General Partner") is the 0% non-economic general partner of Western Midstream Partners, LP (the "Issuer"). WGR is the sole member of the General Partner. |
| 4. The Common Units of the Issuer are held by WGR (170,380,161), AMH (24,771,550), WGRAH (38,139,260), KWC (684,922) and AE&P (17,221,724). On August 8, 2019, pursuant to the terms of the Agreement and Plan of Merger, dated May 9, 2019, by and among Anadarko, Occidental and Baseball Merger Sub 1, Inc., an indirect, wholly owned subsidiary of Occidental ("Merger Subsidiary"), Occidental completed its previously announced acquisition of Anadarko, the indirect general partner and majority unitholder of the Issuer, through the merger of Merger Subsidiary with and into Anadarko (the "Merger"), with Anadarko surviving and continuing as the surviving corporation in the Merger. As a result of the Merger, Anadarko became an indirect, wholly owned subsidiary of Occidental. |
| Remarks: |
| Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 3 is one of two filed today reporting on the same class of securities of the same Issuer by the joint filers named in footnote 1 above. Each Form 3 will be filed by Occidental. |
| /s/ Nicole E. Clark of Occidental Petroleum Corporation | 08/19/2019 | |
| /s/ Nicole E. Clark of Anadarko Petroleum Corporation | 08/19/2019 | |
| /s/ Nicole E. Clark of Western Gas Resources, Inc. | 08/19/2019 | |
| /s/ Nicole E. Clark of APC Midstream Holdings, LLC | 08/19/2019 | |
| /s/ Nicole E. Clark of WGR Asset Holding Company LLC | 08/19/2019 | |
| /s/ Nicole E. Clark of Kerr-McGee Worldwide Corporation | 08/19/2019 | |
| /s/ Nicole E. Clark of Anadarko E&P Onshore LLC | 08/19/2019 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||