X0306 4 2014-08-07 0 0001483096 ACCESS MIDSTREAM PARTNERS LP ACMP 0000107263 WILLIAMS COMPANIES INC ONE WILLIAMS CENTER TULSA OK 74172 1 0 1 0 Convertible Class B Units 0.00 2014-08-07 4 A 0 120862 A Common Units 120862 12800906 D Convertible Class B Units ("Class B Units") representing limited partnership interests in Access Midstream 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, on a business day after the record date for the distribution on Common Units for the fiscal quarter ending December 31, 2014, pursuant to the Partnership's First Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement"). Reflects the number of Class B Units to be issued to the Reporting Person as a Class B Unit Distribution (as defined below) on August 14, 2014, the payment date for the Partnership's cash distribution on Common Units with respect to the second quarter of 2014. The record date for the distribution is August 7, 2014. Pursuant to the Partnership Agreement, Class B Units receive additional paid-in-kind Class B Units in lieu of cash for each distribution period that distributions are made with respect to the Partnership's Common Units (each a "Class B Unit Distribution"). The number of Class B Units to be issued with respect to each Class B Unit outstanding in connection with a Class B 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 will round the number of Class B Units issued down to the next lower whole Class B Unit and pay cash instead of issuing fractional units or round to the next higher whole Class B Unit. Giving effect to the Class B Unit Distribution described in footnote 2 above, The Williams Companies, Inc. ("Williams") (a) directly owns 88,880,056 Common Units and 12,800,906 Class B Units of the Issuer (which is all of the Class B Units outstanding) and (b) indirectly beneficially owns the incentive distribution rights in the Partnership and the 2% general partner interest in the Partnership. William H. Gault, Assistant Corporate Secretary 2014-08-08