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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Williams Partners L.P. [ WPZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/30/2015 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/30/2015(1) | C | 26,955,414(1) | A | (1) | 306,427,658(2) | D(2) | |||
Common Units | 02/02/2015(2) | D | 306,427,658(2) | D | (2) | 0(3) | D(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Class D Units | (1) | 01/30/2015(1) | C | 26,955,414(1) | (1) | (1) | Common Units | 26,955,414(1) | (1) | 0 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On January 30, 2015, all of the 26,955,414 Class D Units ("Class D Units") representing limited partnership interests in Williams Partners L.P. (the "Partnership") converted on a one-for-one basis and for no additional consideration into Common Units representing limited partnership interests in the Partnership ("WPZ Common Units," and such conversion, the "Class D Conversion"). Following the Class D Conversion, no Class D Units remain outstanding. |
2. On February 2, 2015, Pursuant to an Agreement and Plan of Merger dated as of October 24, 2014 by and among Access Midstream Partners, L.P. ("ACMP"), Access Midstream Partners GP, L.L.C., VHMS LLC, the Partnership and Williams Partners GP LLC, each of the outstanding WPZ Common Units held by Williams Gas Pipeline Company, LLC ("WGP") converted into 0.80036 Common Units representing limited partner interests in ACMP (the "Merger Exchange"). As a result of the Merger Exchange, WGP disposed of its 306,427,658 WPZ Common Units on February 2, 2015. |
3. Giving effect to the Merger Exchange described in footnote 2 above, The Williams Companies, Inc. and WGP no longer own, indirectly or directly, any WPZ Common Units. |
Remarks: |
/s/ William H. Gault, Assistant Secretary | 02/03/2015 | |
William H. Gault, Assistant Secretary | 02/03/2015 | |
** 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. |