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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| OCCIDENTAL PETROLEUM CORP /DE/ 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX 77046 |
X | |||
| WESTERN GAS RESOURCES INC 1099 18TH STREET, SUITE 1200 DENVER, CO 80202-1955 |
X | |||
| APC Midstream Holdings, LLC 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX 77046 |
X | |||
| WGR Asset Holding Co LLC 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX 77046 |
X | |||
| Kerr-McGee Worldwide Corp 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX 77046 |
Former 10% Owner | |||
| Anadarko USH1 Corp 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX 77046 |
X | |||
| KERR MCGEE CORP /DE 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX 77046 |
X | |||
| /s/ Nicole E. Clark as Vice President and Secretary of Western Gas Resources, Inc. | 09/14/2023 | |
| **Signature of Reporting Person | Date | |
| /s/ Nicole E. Clark as Vice President and Secretary of APC Midstream Holdings, LLC | 09/14/2023 | |
| **Signature of Reporting Person | Date | |
| /s/ Nicole E. Clark as Vice President and Secretary of WGR Asset Holding Company LLC | 09/14/2023 | |
| **Signature of Reporting Person | Date | |
| /s/ Nicole E. Clark as Vice President and Secretary of Kerr-McGee Corporation | 09/14/2023 | |
| **Signature of Reporting Person | Date | |
| /s/ Nicole E. Clark as Vice President and Secretary of Kerr-McGee Worldwide Corporation | 09/14/2023 | |
| **Signature of Reporting Person | Date | |
| /s/ Nicole E. Clark as Vice President and Secretary of Anadarko USH1 Corporation | 09/14/2023 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On September 7, 2023, Western Midstream Partners, LP (the "Issuer") entered into a unit purchase agreement with Western Gas Resources, Inc. ("WGRI") pursuant to which the Issuer agreed to purchase 5,100,000 common units representing limited partner interests in the Issuer (the "Common Units") from WGRI at a price of $25.00 per Common Unit. WGRI and the Issuer completed the sale of such Common Units on September 12, 2023. |
| (2) | Following the transaction reported herein, WGRI holds 156,219,520 Common Units, WGR Asset Holding Company LLC ("WGRAH") holds 14,139,260 Common Units, APC Midstream Holdings, LLC ("APCMH") holds 457,849 Common Units and Anadarko USH1 Corporation ("Anadarko USH1") holds 14,364,949 Common Units. WGRI also is the sole member of Western Midstream Holdings, LLC, the 2% economic general partner of the Issuer. |
| (3) | OXY USA Inc. ("OXY USA") is a wholly owned subsidiary of Occidental Petroleum Corporation ("Occidental"). OXY USA owns 100% of the outstanding common stock of OXY Oil Partners, Inc. ("OOP"). OOP owns 100% of the outstanding common stock of Baseball Merger Sub 2, Inc. ("BMS"). |
| (4) | Anadarko Petroleum Corporation ("APC") is a wholly owned subsidiary of BMS. APC owns (i) 100% of Anadarko Holding Company ("AHC") and (ii) indirectly, 100% of the common stock of WGRI and Kerr-McGee Corporation ("KMG"). WGRI is the sole member of APCMH, and APCMH is the sole member of WGRAH. KMG and AHC together own 100% of the common stock of Kerr-McGee Worldwide Corporation ("KMWW"), and APC and KMWW together indirectly own 100% of the common stock of Anadarko USH1. Accordingly, OXY USA, OOP, BMS, APC, AHC, WGRI, Anadarko USH1, KMG, APCMH, WGRAH and KMWW are all direct or indirect wholly owned subsidiaries of Occidental. |
| Remarks: Due to the limitations of the U.S. Securities and Exchange Commission's electronic filing system, each of Occidental, OXY USA, OOP, BMS, APC and AHC are concurrently filing a Form 4 to report the transaction disclosed herein. |
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