SEC Info - Williams Partners L.P. - ‘3’ for 10/24/14 re: Williams Partners L.P.

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ACCESS MIDSTREAM PARTNERS LP

(Last)

(First)

(Middle)

525 CENTRAL PARK DRIVE

(Street)

OKLAHOMA CITY

73105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/14

3. Issuer Name and Ticker or Trading Symbol
Williams Partners L.P. [ WPZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON UNITS (LIMITED PARTNER INTERESTS)	0 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D ⁽¹⁾ ⁽²⁾ ⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

(1) Access Midstream Partners, L.P. ("ACMP") is deemed to have beneficial ownership over the 279,472,244 Common Units and 26,475,507 Class D Units of the Issuer held by Williams Gas Pipeline Company, LLC ("WGP", and such held units, "WGP Held Units"), as a result of entering into that certain Support Agreement dated October 24, 2014, with WGP and the Issuer, pursuant to which, in part, WGP granted a proxy over the WGP Held Units to ACMP to vote in favor of, and otherwise agreed to consent to, the Merger and Merger Agreement (as defined below). (Continued in Footnote 2)

(2) On October 24, 2014, an Agreement and Plan of Merger (the "Merger Agreement") was entered into among ACMP, its general partner-Access Midstream Partners GP, L.L.C.-, the Issuer, the Issuer's general partner-Williams Partners GP LLC-and VHMS LLC, a wholly owned subsidiary of ACMP ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will be merged and into the Issuer, with the Issuer being the surviving partnership and ACMP becoming the sole limited partner of the Issuer (the "Merger").

(3) ACMP does not have any pecuniary interest in any of the WGP Held Units and beneficial ownership over the WGP Held Units is expressly disclaimed.

Remarks:

	/s/ J. Mike Stice, Chief Executive Officer of Access Midstream Partners, L.P.	10/24/14
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Williams Partners L.P. – ‘3’ for 10/24/14 re: Williams Partners L.P.

On: Friday, 10/31/14, at 6:42pm ET · For: 10/24/14 · As: 10% Owner · Accession #: 1209191-14-65639 · File #: 1-32599

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Williams Partners L.P. – ‘3’ for 10/24/14 re: Williams Partners L.P.

On: Friday, 10/31/14, at 6:42pm ET · For: 10/24/14 · As: 10% Owner · Accession #: 1209191-14-65639 · File #: 1-32599

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents