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
	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) 03/01/2013
	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	03/01/2013		P		449,129	A	$54.55(1)	49,745,334(1)(2)(3)	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) 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* WESTERN GAS RESOURCES INC (Last) (First) (Middle) 1201 LAKE ROBBINS DR. (Street) THE WOODLANDS TX 77380 (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* Western Gas Equity Partners, LP (Last) (First) (Middle) 1201 LAKE ROBBINS DR. (Street) THE WOODLANDS TX 77380 (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* Western Gas Equity Holdings, LLC (Last) (First) (Middle) 1201 LAKE ROBBINS DR. (Street) THE WOODLANDS TX 77380 (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* ANADARKO MARCELLUS MIDSTREAM, L.L.C. (Last) (First) (Middle) 1201 LAKE ROBBINS DR. (Street) THE WOODLANDS TX 77380 (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* Anadarko E&P Onshore LLC (Last) (First) (Middle) 1201 LAKE ROBBINS DR. (Street) THE WOODLANDS TX 77380 (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* ANADARKO HOLDING Co (Last) (First) (Middle) 1201 LAKE ROBBINS DR. (Street) THE WOODLANDS TX 77380 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On March 1, 2013, as partial consideration for an acquisition of assets from Anadarko Petroleum Corporation ("Anadarko"), Western Gas Partners, LP ("WES") issued 449,129 common units to an indirect wholly owned subsidiary of Anadarko, Anadarko Marcellus Midstream, L.L.C. ("AMM"), at $54.55 per unit, pursuant to a Contribution Agreement dated as of February 27, 2013.

2. As of March 1, 2013, (i) WGP owns 49,296,205 WES common units and 100% of the membership interests in WES's general partner, 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 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.

3. As of March 1, 2013, (i) AMM owns 449,129 WES common units, (ii) Anadarko E&P Onshore LLC ("Anadarko E&P") owns 100% of the membership interests in AMM, (iii) Anadarko Holding Company owns 100% of the member interests in Anadarko E&P, and (iv) Anadarko owns 100% of the member interests in Anadarko Holding Company ("AHC"). Accordingly, Anadarko E&P, AHC and Anadarko may be deemed to be indirect beneficial owners of any securities held by AMM.

	/s/ Philip H. Peacock, Authorized Signatory of Anadarko Petroleum Corporation	03/05/2013
	/s/ Philip H. Peacock, Authorized Signatory of Western Gas Resources, Inc.	03/05/2013
	/s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of the general partner of Western Gas Equity Partners, LP	03/05/2013
	/s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of Western Gas Equity Holdings, LLC	03/05/2013
	/s/ Philip H. Peacock, Authorized Signatory for Anadarko Marcellus Midstream, L.L.C.	03/05/2013
	/s/ Philip H. Peacock, Authorized Signatory for Anadarko E&P Onshore LLC	03/05/2013
	/s/ Philip H. Peacock, Authorized Signatory for Anadarko Holding Company	03/05/2013
	** Signature of Reporting Person	Date
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