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* SOROBAN MASTER FUND LP (Last) (First) (Middle) GARDENIA COURT, SUITE 3307 45 MARKET STREET, CAMANA BAY (Street) GRAND CAYMAN E9 KY1-1103 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/27/2014	3. Issuer Name and Ticker or Trading Symbol WILLIAMS COMPANIES INC [ WMB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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 Beneficially Owned
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 Stock, par value $1.00 per share	21,000,000	D(1)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
European-style cash-settled call options	(2)	02/01/2015	Common Stock, par value $1.00 per share	0(2)	$50	D(3)(5)
European-style cash-settled call options	(4)	03/01/2015	Common Stock, par value $1.00 per share	0(4)	$50	D(3)(5)

1. Name and Address of Reporting Person* SOROBAN MASTER FUND LP (Last) (First) (Middle) GARDENIA COURT, SUITE 3307 45 MARKET STREET, CAMANA BAY (Street) GRAND CAYMAN E9 KY1-1103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Soroban Capital Partners LLC (Last) (First) (Middle) 44 MADISON AVENUE, 21ST FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MANDELBLATT ERIC (Last) (First) (Middle) C/O SOROBAN CAPITAL PARTNERS LLC 444 MADISON AVENUE, 21ST FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reported shares are held in the account of Soroban Master Fund LP, which is a reporting person. Soroban Capital Partners LLC may be deemed to beneficially own the reported shares by virtue of its role as investment manager of Soroban Master Fund LP. Eric W. Mandelblatt may be deemed to beneficially own the reported shares by virtue of his role as Managing Partner of Soroban Capital Partners LLC. Each of Soroban Capital Partners LLC and Eric W. Mandelblatt disclaim beneficial ownership of the reported shares except to the extent of his or its pecuniary interest.

2. Soroban Master Fund LP holds European-style cash-settled call options referencing an aggregate of 1,350,000 shares with a strike price of $50.00 per share that automatically expire or settle in February 2015. The call options do not give Soroban Master Fund LP direct or indirect voting, investment or dispositive control over any securities of The Williams Companies, Inc. and do not permit Soroban Master Fund LP to exercise such cash-settled call options and receive shares of The Williams Companies, Inc.

3. The reported call options are held in the account of Soroban Master Fund LP. Soroban Capital Partners LLC may be deemed to beneficially own the reported call options by virtue of its role as investment manager of Soroban Master Fund LP. Eric W. Mandelblatt may be deemed to beneficially own the reported call options by virtue of his role as Managing Partner of Soroban Capital Partners LLC. Each of Soroban Capital Partners LLC and Eric W. Mandelblatt disclaim beneficial ownership of the reported call options except to the extent of his or its pecuniary interest.

4. Soroban Master Fund LP holds European-style cash-settled call options referencing an aggregate of 4,044,000 shares with a strike price of $50.00 per share that automatically expire or settle in March 2015. The call options do not give Soroban Master Fund LP direct or indirect voting, investment or dispositive control over any securities of The Williams Companies, Inc. and do not permit Soroban Master Fund LP to exercise such cash-settled call options and receive shares of The Williams Companies, Inc.

5. This Form 3 is not an admission that Soroban Master Fund LP or Soroban Capital Partners LLC are subject to Section 16 of the Exchange Act of 1934, as amended.

	Soroban Master Fund LP, By: /s/ Eric W. Mandelblatt, Authorized Signatory of its Investment Manager	03/10/2014
	Soroban Capital Partners LLC, By: /s/ Eric W. Mandelblatt, Managing Partner	03/10/2014
	/s/ Eric W. Mandelblatt	03/10/2014
	** 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).
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