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*
ANADARKO PETROLEUM CORP

(Last) (First) (Middle)
1201 LAKE ROBBINS DR.

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Western Gas Partners LP [ WES ]
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)
12/12/2012
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 representing limited partner interests 12/12/2012 P 8,722,966 A $46 (1) 49,296,205 (1) (2) 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
1. Name and Address of Reporting Person*
ANADARKO PETROLEUM CORP

(Last) (First) (Middle)
1201 LAKE ROBBINS DR.

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WESTERN GAS RESOURCES INC

(Last) (First) (Middle)
1201 LAKE ROBBINS DR.

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Western Gas Equity Partners, LP

(Last) (First) (Middle)
1201 LAKE ROBBINS DR.

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Western Gas Equity Holdings, LLC

(Last) (First) (Middle)
1201 LAKE ROBBINS DR.

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
Explanation of Responses:
1. On December 12, 2012, in connection with the closing of the initial public offering of common units representing limited partner interests in Western Gas Equity Partners, LP ("WGP"), Western Gas Partners, LP issued 8,722,966 common units to WGP and 178,019 general partner units to Western Gas Holdings, LLC, each at $46.00 per unit, pursuant to a Unit Purchase Agreement dated as of the date of closing.
2. Effective September 12, 2012, WGR Holdings, LLC was converted into Western Gas Equity Partners, LP, a Delaware limited partnership. As of December 12, 2012, (i) WGP owns 100% of the membership interests in 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 Petroleum Corporation ("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.
/s/ Amanda M. McMillian, Deputy General Counsel and Corporate Secretary of Anadarko Petroleum Corporation 12/12/2012
/s/ Amanda M. McMillian, Vice President and Corporate Secretary of Western Gas Resources, Inc. 12/12/2012
/s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of the general partner of Western Gas Equity Partners, LP 12/12/2012
/s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of Western Gas Equity Holdings, LLC 12/12/2012
** Signature of Reporting Person Date
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