OCCIDENTAL PETROLEUM CORP /DE/ Form 4 Filed 2024-08-16

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

OCCIDENTAL PETROLEUM CORP /DE/

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	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

5 GREENWAY PLAZA SUITE 110,

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2024

(Street)

HOUSTON, TX 77046

(City)

(State)

(Zip)

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

6. Individual or Joint/Group Filing(Check applicable line)

______ Form Filed by One Reporting Person
__X__ 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 (LIMITED PARTNER INTERESTS)	08/14/2024		S⁽¹⁾		19,500,000	D	$35.75⁽¹⁾	165,681,578	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OCCIDENTAL PETROLEUM CORP /DE/ 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX 77046		X
WESTERN GAS RESOURCES INC 1099 18TH STREET, SUITE 1200 DENVER, CO 80202-1955		X
APC Midstream Holdings, LLC 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX 77046		X
WGR Asset Holding Co LLC 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX 77046		X
Kerr-McGee Worldwide Corp 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX 77046		X
Anadarko USH1 Corp 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX 77046		X
KERR MCGEE CORP /DE 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX 77046		X

Explanation of Responses:

1.	On August 14, 2024, WGR Asset Holding Company LLC ("WGRAH") and Anadarko USH1 Corporation ("AUSH1") sold 14,139,260 and 5,360,740 common units representing limited partner interests in the Issuer (the "Common Units"), respectively, in an underwritten public offering at a price of $35.75 per Common Unit.
2.	Following the transaction reported herein, Western Gas Resources, Inc. ("WGRI") holds 156,219,520 Common Units, APC Midstream Holdings, LLC ("APCMH") holds 457,849 Common Units and AUSHI holds 9,004,209 Common Units. WGRI also is the sole member of Western Midstream Holdings, LLC, the 2% economic general partner of the Issuer.
3.	OXY USA Inc. ("OXY USA") is a wholly owned subsidiary of Occidental Petroleum Corporation ("Occidental"). OXY USA owns 100% of the outstanding common stock of OXY Oil Partners, Inc. ("OOP"). OOP owns 100% of the outstanding common stock of Baseball Merger Sub 2, Inc. ("BMS").
4.	Anadarko Petroleum Corporation ("APC") is a wholly owned subsidiary of BMS. APC owns (i) 100% of Anadarko Holding Company ("AHC") and (ii) indirectly, 100% of the common stock of WGRI and Kerr-McGee Corporation ("KMG"). WGRI is the sole member of APCMH. KMG and AHC together own 100% of the common stock of Kerr-McGee Worldwide Corporation ("KMWW"), and APC and KMWW together indirectly own 100% of the common stock of AUSH1. Accordingly, OXY USA, OOP, BMS, APC, AHC, WGRI, AUSH1, KMG, APCMH, KMWW and WGRAH are all direct or indirect wholly owned subsidiaries of Occidental.
Remarks: Due to the limitations of the U.S. Securities and Exchange Commission's electronic filing system, each of Occidental, OXY USA, OOP, BMS, APC and AHC are concurrently filing a Form 4 to report the transaction disclosed herein.

	Signatures
	/s/ Nicole E. Clark of Western Gas Resources, Inc.	08/16/2024
	/s/ Nicole E. Clark of APC Midstream Holdings, LLC	08/16/2024
	/s/ Nicole E. Clark of WGR Asset Holding Company LLC	08/16/2024
	/s/ Nicole E. Clark of Kerr-McGee Corporation	08/16/2024
	/s/ Nicole E. Clark of Kerr-McGee Worldwide Corporation	08/16/2024
	/s/ Nicole E. Clark of Anadarko USH1 Corporation	08/16/2024
	** Signature of Reporting Person	Date
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