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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/01/2014
	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	07/01/2014		S		48,742,361	D	$65.36	0	I	See footnotes(1)(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: 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
Convertible Class B Units	(2)	07/01/2014		S			6,340,022	(2)	(2)	Common Units	6,340,022	$65.36	0	I	See footnotes(3)(4)

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 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) 12E. 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) 12E. 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 Acquisition Holdings GP, LLC (Last) (First) (Middle) 12E. 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 2 Holding, L.P. (Last) (First) (Middle) 12E. 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 GP, L.L.C. (Last) (First) (Middle) 12E. 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, L.P. (Last) (First) (Middle) 12E. 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 2 Holding, L.P. (Last) (First) (Middle) 12E. 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. Prior to the transactions reported herein, GIP II Eagle Holdings Partnership, L.P. ("Eagle Holdings"), GIP II Hawk Holdings Partnership, L.P. ("Hawk Holdings"), GIP II Eagle 2 Holding, L.P. ("Eagle 2") and GIP II Hawk 2 Holding, L.P. ("Hawk 2"). were the record holders of 42,429,970, 5,335,317, 712,757 and 264,317 Common Units, respectively.

2. The Convertible Class B Units will be convertible into Common Units on a one-for-one basis at the election of either the holder or the Issuer from the business day after the record date for the distribution on Common Units for the fiscal quarter ending December 31, 2014, and other circumstances as noted in the Amended and Restated Limited Partnership Agreement of the Issuer, as amended.

3. Prior to the transactions reported herein, Hawk Holdings and GIP Hawk 2 were the record holders of 6,040,758 and 299,264 Convertible Class B Units, respectively.

4. 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 Hawk Holdings; (iii) the general partner of the managing member of the general partner of Eagle 2; and (iv) the general partner of the managing member of the general partner of Hawk 2. Each of the reporting persons expressly disclaims beneficial ownership of the Common Units and Convertible Class B Units reported herein except to the extent of its pecuniary interest therein.

Remarks:

	GLOBAL INFRASTRUCTURE INVESTORS II, LLC, by: /s/ Mark Levitt, Secretary	07/01/2014
	GLOBAL INFRASTRUCTURE GP II, L.P., by: Global Infrastructure Investors II, LLC, its general partner, by: /s/ Mark Levitt, Secretary	07/01/2014
	GIP II EAGLE HOLDINGS PARTNERSHIP, L.P. by: GIP II Eagle Acquisition Holdings GP, LLC, its general partner, by: /s/ Mark Levitt, Officer	07/01/2014
	GIP II EAGLE ACQUISITION HOLDINGS GP, LLC, by: /s/ Mark Levitt, Officer	07/01/2014
	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, Secretary	07/01/2014
	GIP II HAWK HOLDINGS PARTNERSHIP GP, LLC, by: /s/ Mark Levitt, Authorized Signatory	07/01/2014
	GIP II HAWK HOLDINGS PARTNERSHIP, L.P., by: GIP II Hawk Holdings Partnership GP, LLC, its general partner, by: /s/ Mark Levitt, Authorized Signatory	07/01/2014
	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	07/01/2014
	** Signature of Reporting Person	Date
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