X0306 4 2016-11-04 0 0001483096 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 Common Units 2017-02-03 4 A 0 7659181 36.0859 A 702218502 D Convertible Class B Units 0.00 2016-11-04 4 A 0 375181 A Common Units 375181 16690016 D Convertible Class B Units 0.00 2017-02-03 4 A 0 375800 A Common Units 375800 17065816 D On February 3, 2017, Williams Gas Pipeline Company, LLC ("WGP") purchased 7,659,181 common units representing limited partner interests ("Common Units") of Williams Partners L.P. (the "Partnership") at a price per unit of $36.08586 pursuant to the Common Unit Purchase Agreement, dated January 9, 2017, by and among The Williams Companies, Inc. ("Williams"), WGP, and the Partnership. Giving effect to each of the transactions described herein, Williams indirectly beneficially owns (a) 702,218,502 Common Units held by WGP, a wholly owned subsidiary of Williams, and (b) 17,065,816 Convertible Class B Units ("Class B Units") representing limited partner interests in the Partnership held by WGP, which is all of the Class B Units outstanding. Class B Units are convertible on a one-for-one basis into Common Units at the election of the holder or the Partnership 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 issued to WGP as a Class B Unit Distribution (as defined below) on November 11, 2016, the payment date for the Partnership's cash distribution on Common Units with respect to the third quarter of 2016. The record date for the distribution was November 4, 2016. 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 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. Reflects the number of Class B Units to be issued to WGP as a Class B Unit Distribution on February 10, 2017, the payment date for the Partnership's cash distribution on Common Units with respect to the fourth quarter of 2016. The record date for the distribution is February 3, 2017. Cher S. Lawrence, Assistant Secretary 2017-02-03 Cher S. Lawrence, Assistant Secretary 2017-02-03