SEC Form 4
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*
Global Infrastructure Investors II, LLC
(Last) (First) (Middle)
12 E. 49TH STREET
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACCESS MIDSTREAM PARTNERS LP [ ACMP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2014
4. 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 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 02/19/2014 C 5,599,634 A (3) 57,942,361 I See footnotes(1)(2)
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: 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
Subordinated Class C Units $0.00(3) 02/19/2014 C 5,599,634 (3) (3) Common Units 5,599,634 (3) 0 I See footnotes(1)(2)
1. Name and Address of Reporting Person*
Global Infrastructure Investors II, LLC
(Last) (First) (Middle)
12 E. 49TH STREET
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Global Infrastructure GP II, L.P.
(Last) (First) (Middle)
12 E. 49TH STREET
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GIP II Eagle Acquisition Holdings GP, LLC
(Last) (First) (Middle)
12 E. 49TH STREET
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GIP II Eagle Holdings Partnership, L.P.
(Last) (First) (Middle)
12 E. 49TH STREET
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GIP II Hawk Holdings Partnership, L.P.
(Last) (First) (Middle)
12 E. 49TH STREET
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GIP II Hawk Holdings Partnership GP, L.L.C.
(Last) (First) (Middle)
12 E. 49TH STREET
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GIP II Eagle 2 Holding, L.P.
(Last) (First) (Middle)
12 E. 49TH STREET
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GIP II Hawk 2 Holding, L.P.
(Last) (First) (Middle)
12 E. 49TH STREET
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Following the transactions reported herein, GIP II Eagle Holdings Partnership, L.P. ("Eagle Holdings") is the record holder of 51,477,978 Common Units; GIP II Hawk Holdings Partnership, L.P. ("GIP II-Hawk") is the record holder of 5,335,317 Common Units; GIP II Eagle 2 Holding, L.P. ("Eagle 2") is the record holder of 864,749 Common Units; and GIP II Hawk 2 Holding, L.P. ("Hawk 2") is the record holder of holds 264,317 Common Units.
2. Global Infrastructure Investors II, LLC is the sole general partner of Global Infrastructure GP II, L.P. ("Global GP"). Global GP is: (i) the managing member of GIP II Eagle Acquisition Holdings GP, LLC, which is the general partner of Eagle Holdings; (ii) the managing member of GIP II Hawk Holdings Partnership GP, LLC, which is the general partner of GIP II-Hawk; (iii) the general partner of the managing member of the general partner of Eagle 2; and the general partner of the managing member of the general partner of Hawk 2.
3. The Subordinated Class C Units were converted into Common Units on a one-for-one basis at the election of the holder pursuant to the Amended and Restated Limited Partnership Agreement of the Issuer, as amended.
Remarks:
GLOBAL INFRASTRUCTURE INVESTORS II, LLC, by: /s/ Mark Levitt, Authorized Representative 02/21/2014
GLOBAL INFRASTRUCTURE GP II, L.P., by: Global Infrastructure Investors II, LLC, its general partner, by: /s/ Mark Levitt, Authorized Representative 02/21/2014
GIP II EAGLE ACQUISITION HOLDINGS GP, LLC, by: /s/ Mark Levitt, Authorized Signatory 02/21/2014
GIP II EAGLE HOLDINGS PARTNERSHIP, L.P. by: GIP II Eagle Acquisition Holdings GP, LLC, its general partner, by: /s/ Mark Levitt, Authorized Signatory 02/21/2014
GIP II HAWK HOLDINGS PARTNERSHIP, L.P., by: GIP II Hawk Holdings Partnership GP, LLC, its general partner, by: /s/ Mark Levitt, Authorized Signatory 02/21/2014
GIP II HAWK HOLDINGS PARTNERSHIP GP, LLC, by: /s/ Mark Levitt, Authorized Signatory 02/21/2014
GIP II EAGLE 2 HOLDING, L.P., by: GIP II Eagle 2 Holding GP, LLC, by: GIP II-B Eagle AIV 1, L.P., by: Global Infrastructure GP II, L.P., by: Global Infrastructure Investors II, LLC, by: /s/ Mark Levitt, Authorized Representative 02/21/2014
GIP II HAWK 2 HOLDING, L.P., by GIP II Eagle 2 Holding GP, LLC, by GIP II-B Eagle AIV 1, L.P., by Global Infrastructure GP II, L.P., by Global Infrastructure Investors II, LLC, by /s/ Mark Levitt, Authorized Representative 02/21/2014
** Signature of Reporting Person Date
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