SEC Info - Oxy USA Inc., et al. - ‘4’ for 3/25/21 re: Western Midstream Partners, LP

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

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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^*

OCCIDENTAL PETROLEUM CORP /DE/

(Last)

(First)

(Middle)

5 GREENWAY PLAZA

SUITE 110

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Western Midstream 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)
3/25/21

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON UNITS (LIMITED PARTNER INTERESTS)	3/25/21		S ⁽¹⁾		11,500,000	D	$17.25 ⁽¹⁾	202,781,578	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

OCCIDENTAL PETROLEUM CORP /DE/

(Last)

(First)

(Middle)

5 GREENWAY PLAZA

SUITE 110

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OXY USA INC

(Last)

(First)

(Middle)

5 GREENWAY PLAZA

SUITE 110

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Occidental Permian Manager LLC

(Last)

(First)

(Middle)

5 GREENWAY PLAZA, SUITE 110

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OXY Oil Partners, Inc.

(Last)

(First)

(Middle)

5 GREENWAY PLAZA, SUITE 110

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Baseball Merger Sub 2, Inc.

(Last)

(First)

(Middle)

5 GREENWAY PLAZA, SUITE 110

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ANADARKO PETROLEUM CORP

(Last)

(First)

(Middle)

1201 LAKE ROBBINS DRIVE

(Street)

THE WOODLANDS

77380-1046

(City)

(State)

(Zip)

Explanation of Responses:

(1) On March 22, 2021, Western Midstream Partners, LP (the "Issuer"), Western Midstream Holdings, LLC, WGR Asset Holding Company LLC ("WGRAH") and BofA Securities, Inc., as underwriter (the "Underwriter"), entered into an underwriting agreement pursuant to which WGRAH agreed to sell to the Underwriter, and the Underwriter agreed to purchase from WGRAH, subject to and upon the terms and conditions set forth therein, up to 11,500,000 common units representing limited partner interests in the Issuer (the "Common Units") at a price of $17.25 per Common Unit. WGRAH completed the sale of 11,500,000 Common Units to the Underwriter on March 25, 2021.

(2) Following the transaction reported herein, Western Gas Resources, Inc. ("WGR") holds 161,319,520 Common Units, WGRAH holds 26,639,260 Common Units, APC Midstream Holdings, LLC ("APCMH") holds 457,849 Common Units and Anadarko USH1 Corporation ("Anadarko USH1") holds 14,364,949 Common Units. WGR 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 membership interests of Occidental Permian Manager LLC ("OPM") and 100% of the common stock of OXY Oil Partners, Inc. ("OOP"). OOP, OPM and Oxy USA together own 100% of the membership interests of New OPL, LLC ("OPL"). OPL 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 WGR and Kerr-McGee Corporation ("KMG"). WGR 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, OPM, OOP, OPL, BMS, APC, AHC, WGR, 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, WGR, Anadarko USH1, KMG, APCMH, KMWW and WGRAH are concurrently filing a Form 4 to report the transaction disclosed herein.

	/s/ Nicole E. Clark of Oxy USA Inc.	3/29/21
	/s/ Nicole E. Clark of Occidental Permian Manager LLC	3/29/21
	/s/ Nicole E. Clark of OXY Oil Partners, Inc.	3/29/21
	/s/ Nicole E. Clark of New OPL LLC	3/29/21
	/s/ Nicole E. Clark of Baseball Merger Sub 2, Inc.	3/29/21
	/s/ Nicole E. Clark of Anadarko Petroleum Corporation	3/29/21
	/s/ Nicole E. Clark of Anadarko Holding Company	3/29/21
	/s/ Nicole E. Clark of Occidental Petroleum Corporation	3/29/21
	** 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 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).
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.

____________ Transaction Code:
S	Open market or private sale of non-derivative or derivative security.

Oxy USA Inc., et al. – ‘4’ for 3/25/21 re: Western Midstream Partners, LP

On: Monday, 3/29/21, at 9:29pm ET · For: 3/25/21 · Accession #: 1567619-21-7163 · File #: 1-35753

Previous ‘4’: ‘4’ on 9/15/20 for 9/11/20 · Next: ‘4’ on 12/15/21 for 12/13/21 · Latest: ‘4’ on 9/14/23 for 9/12/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Oxy USA Inc., et al. – ‘4’ for 3/25/21 re: Western Midstream Partners, LP

On: Monday, 3/29/21, at 9:29pm ET · For: 3/25/21 · Accession #: 1567619-21-7163 · File #: 1-35753

Previous ‘4’: ‘4’ on 9/15/20 for 9/11/20 · Next: ‘4’ on 12/15/21 for 12/13/21 · Latest: ‘4’ on 9/14/23 for 9/12/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents