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FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| OCCIDENTAL PETROLEUM CORP /DE/ |
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2. Issuer Name and Ticker or Trading Symbol
Western Midstream Partners, LP [WES]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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5 GREENWAY PLAZA, SUITE 110 |
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2022 |
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HOUSTON, TX 77046 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| COMMON UNITS (LIMITED PARTNER INTERESTS) | 07/21/2022 |
| S (1) |
| 10,000,000 | D |
$25.25 (1) | 190,281,578 | I | See Footnotes (2) (3) (4) |
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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) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
OCCIDENTAL PETROLEUM CORP /DE/
5 GREENWAY PLAZA
SUITE 110
HOUSTON, TX 77046 |
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X
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OXY USA INC
5 GREENWAY PLAZA
SUITE 110
HOUSTON, TX 77046 |
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X
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OXY Oil Partners, Inc.
5 GREENWAY PLAZA
SUITE 110
HOUSTON, TX 77046 |
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X
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Baseball Merger Sub 2, Inc.
5 GREENWAY PLAZA
SUITE 110
HOUSTON, TX 77046 |
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X
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ANADARKO PETROLEUM CORP
5 GREENWAY PLAZA
SUITE 110
HOUSTON, TX 77046 |
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X
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ANADARKO HOLDING Co
5 GREENWAY PLAZA
SUITE 110
HOUSTON, TX 77046 |
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X
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Signatures
| /s/ Nicole E. Clark of Occidental Petroleum Corporation | |
07/25/2022 |
| **Signature of Reporting Person | Date |
| /s/ Nicole E. Clark of OXY USA Inc. | |
07/25/2022 |
| **Signature of Reporting Person | Date |
| /s/ Nicole E. Clark of OXY Oil Partners, Inc. | |
07/25/2022 |
| **Signature of Reporting Person | Date |
| /s/ Nicole E. Clark of Baseball Merger Sub 2, Inc. | |
07/25/2022 |
| **Signature of Reporting Person | Date |
| /s/ Nicole E. Clark of Anadarko Petroleum Corporation | |
07/25/2022 |
| **Signature of Reporting Person | Date |
| /s/ Nicole E. Clark of Anadarko Holding Company | |
07/25/2022 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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 July 17, 2022, Western Midstream Partners, LP (the "Issuer") entered into a unit purchase agreement with WGR Asset Holding Company LLC ("WGRAH") pursuant to which the Issuer agreed to purchase 10,000,000 common units representing limited partner interests in the Issuer (the "Common Units") from WGRAH at a price of $25.25 per Common Unit. WGRAH and the Issuer completed the sale of such Common Units on July 21, 2022. |
| (2) | Following the transaction reported herein, Western Gas Resources, Inc. ("WGR") holds 161,319,520 Common Units, 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. 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 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 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, OOP, 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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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