SEC FORM 4 SEC Form 4
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
 
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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 TX 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)
09/12/2023
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
Code V Amount (A) or (D) Price
COMMON UNITS (LIMITED PARTNER INTERESTS) 09/12/2023 S(1) 5,100,000 D $25(1) 185,181,578 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
OCCIDENTAL PETROLEUM CORP /DE/

(Last) (First) (Middle)
5 GREENWAY PLAZA
SUITE 110

(Street)
HOUSTON TX 77046

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OXY USA INC

(Last) (First) (Middle)
5 GREENWAY PLAZA
SUITE 110

(Street)
HOUSTON TX 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 TX 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 TX 77046

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ANADARKO PETROLEUM CORP

(Last) (First) (Middle)
5 GREENWAY PLAZA
SUITE 110

(Street)
HOUSTON TX 77046

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ANADARKO HOLDING Co

(Last) (First) (Middle)
5 GREENWAY PLAZA
SUITE 110

(Street)
HOUSTON TX 77046

(City) (State) (Zip)
Explanation of Responses:
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, WGRI, Anadarko USH1, KMG, APCMH, KMWW and WGRAH are concurrently filing a Form 4 to report the transaction disclosed herein.
/s/ Nicole E. Clark as Vice President and Secretary of OXY USA Inc. 09/14/2023
/s/ Nicole E. Clark as Vice President and Secretary of OXY Oil Partners, Inc. 09/14/2023
/s/ Nicole E. Clark as Vice President and Secretary of Baseball Merger Sub 2, Inc. 09/14/2023
/s/ Nicole E. Clark as Vice President and Secretary of Anadarko Petroleum Corporation 09/14/2023
/s/ Nicole E. Clark as Vice President and Secretary of Anadarko Holding Company 09/14/2023
/s/ Nicole E. Clark as Vice President and Secretary of Occidental Petroleum Corporation 09/14/2023
** 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).
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