X0306 4 2014-10-31 0 0001324518 Williams Partners L.P. WPZ 0000107263 WILLIAMS COMPANIES INC ONE WILLIAMS CENTER TULSA OK 74172 1 0 1 0 0001423889 WILLIAMS GAS PIPELINE CO LLC ONE WILLIAMS CENTER TULSA OK 74172 1 0 1 0 Class D Units 2014-10-31 4 A 0 479907 A Common Units 479907 26955414 D Class D Units representing limited partnership interests in Williams Partners L.P. (the "Partnership") are convertible on a one-for-one basis into Common Units representing limited partnership interests in the Partnership at the election of the holder or the Partnership, beginning on the business day after the record date for the distribution on Common Units for the fiscal quarter ending December 31, 2015, pursuant to the Partnership's Amended and Restated Agreement of Limited Partnership dated August 23, 2005, as amended (the "Partnership Agreement"). Reflects the number of Class D Units to be issued to Williams Gas Pipeline Company, LLC ("WGP") as a Class D Unit Distribution (as defined below) on November 7, 2014, the payment date for the Partnership's cash distribution on Common Units with respect to the third quarter of 2014. The record date for the distribution is October 31, 2014. Pursuant to the Partnership Agreement, Class D Units receive additional paid-in-kind Class D Units in lieu of cash for each distribution period that distributions are made with respect to the Partnership's Common Units (each a "Class D Unit Distribution"). The number of Class D Units to be issued with respect to each Class D Unit outstanding in connection with a Class D Unit Distribution is the quotient of (i) the amount of the distribution declared for a Common Unit for the applicable distribution period divided by (ii) the volume-weighted average trading price of a Common Unit calculated over the consecutive 30-day trading day period prior to the declaration date for the distribution. The Partnership may round to the next highest Class D Unit in lieu of paying cash for fractional units. Giving effect to the Class D Unit Distribution described in footnote 2 above, The Williams Companies, Inc. ("Williams") indirectly beneficially owns (a) 279,472,444 Common Units held by WGP, a wholly owned subsidiary of Williams, (b) the incentive distribution rights in the Partnership, (c) the 2% general partner interest in the Partnership, and (d) 26,955,414 Class D Units held by WGP, which is all of the Class D Units outstanding William H. Gault Assistant Corporate Secretary, The Williams Companies, Inc. William H. Gault Assistant Corporate Secretary, Williams Gas Pipeline Company, LLC 2014-11-03 William H. Gault, Assistant Corporate Secretary, Williams Gas Pipeline Company, LLC 2014-11-03