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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. Title of Derivative Security | 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 | 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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
ANADARKO PETROLEUM CORP | X | |||
WESTERN GAS RESOURCES INC | X | |||
Western Gas Equity Partners, LP | X | |||
Western Gas Equity Holdings, LLC | X | |||
ANADARKO MARCELLUS MIDSTREAM, L.L.C. | X | |||
Anadarko E&P Onshore LLC | X | |||
ANADARKO HOLDING Co | X | |||
On March 1, 2013, as partial consideration for an acquisition of assets from Anadarko Petroleum Corporation ("Anadarko"), Western Gas Partners, LP ("WES") issued 449,129 common units to an indirect wholly owned subsidiary of Anadarko, Anadarko Marcellus Midstream, L.L.C. ("AMM"), at $54.55 per unit, pursuant to a Contribution Agreement dated as of February 27, 2013. | |
As of March 1, 2013, (i) WGP owns 49,296,205 WES common units and 100% of the membership interests in WES's general partner, Western Gas Holdings, LLC, (ii) Western Gas Resources, Inc. ("WGR") owns (X) all of the membership interests of Western Gas Equity Holdings, LLC ("WGP GP"), the general partner of WGP, and (Y) 92% of the issued and outstanding limited partner interests in WGP, (iii) WGP GP owns a 0% noneconomic general partner interest in WGP, and (iv) 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. | |
As of March 1, 2013, (i) AMM owns 449,129 WES common units, (ii) Anadarko E&P Onshore LLC ("Anadarko E&P") owns 100% of the membership interests in AMM, (iii) Anadarko Holding Company owns 100% of the member interests in Anadarko E&P, and (iv) Anadarko owns 100% of the member interests in Anadarko Holding Company ("AHC"). Accordingly, Anadarko E&P, AHC and Anadarko may be deemed to be indirect beneficial owners of any securities held by AMM. |
| Signatures | ||
/s/ Philip H. Peacock, Authorized Signatory of Anadarko Petroleum Corporation | 03/05/2013 | |
/s/ Philip H. Peacock, Authorized Signatory of Western Gas Resources, Inc. | 03/05/2013 | |
/s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of the general partner of Western Gas Equity Partners, LP | 03/05/2013 | |
/s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of Western Gas Equity Holdings, LLC | 03/05/2013 | |
/s/ Philip H. Peacock, Authorized Signatory for Anadarko Marcellus Midstream, L.L.C. | 03/05/2013 | |
/s/ Philip H. Peacock, Authorized Signatory for Anadarko E&P Onshore LLC | 03/05/2013 | |
/s/ Philip H. Peacock, Authorized Signatory for Anadarko Holding Company | 03/05/2013 | |
| ** 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). | ||
| 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. | ||
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints Robert K. Reeves, Linda A. Mansker, Amanda M.McMillian,
Anne V. Bruner and Philip H. Peacock, signing singly, the undersigned's true and
lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, officer, 10% owner or person otherwise required
to file, with respect to Western Gas Partners, LP (the "Company"),
Forms ID, 3, 4 and 5, pursuant to Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules
thereunder, and Form 144, pursuant to Rule 144 under the Securities Act
of 1933, as amended (the "Securities Act"), and the rules thereunder,
if required; and
2. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, Form 4, Form 5 or Form 144 and timely file such form with the
United States Securities and Exchange Commission and any stock exchange
or similar authority; and
3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in- fact, may be of
benefit to in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be done by virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16(a) of the Exchange Act or Rule 144 of
the Securities Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer a director of the Company unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact;
provided, however, this Power of Attorney will expire immediately upon the
termination of employment of any attorney-in-fact as to that attorney-in-fact
only, but not as to any other appointed attorney-in-fact hereunder.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 25th day of February, 2013.
ANADARKO PETROLEUM CORPORATION
ANADARKO HOLDING COMPANY
ANADARKO E&P ONSHORE LLC
ANADARKO MARCELLUS MIDSTREAM, L.L.C.
WESTERN GAS RESOURCES, INC.
/s/ Robert K. Reeves
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By: Robert K. Reeves
Title: Senior Vice President
WESTERN GAS EQUITY HOLDINGS, LLC
/s/ Philip H. Peacock
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By: Philip H. Peacock
Title: Vice President, General Counsel and Corporate Secretary
WESTERN GAS EQUITY PARTNERS, LP
By: WESTERN GAS EQUITY HOLDINGS, LLC
/s/ Philip H. Peacock
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Philip H. Peacock
Vice President, General Counsel and Corporate Secretary