Edgar Filing: WILLIAMS COMPANIES INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WILLIAMS COMPANIES INC

2. Issuer Name and Ticker or Trading Symbol
WILLIAMS PARTNERS L.P. [WPZ]

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

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

(Last)

(First)

(Middle)

ONE WILLIAMS CENTER

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2018

(Street)

TULSA, OK 74172

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	08/10/2018⁽¹⁾		A		256,007,447 ⁽¹⁾	A	⁽¹⁾	958,225,979 ⁽¹⁾	D ⁽²⁾
Common Units	08/10/2018⁽¹⁾		D		958,225,979 ⁽¹⁾	D	⁽¹⁾	0 ⁽²⁾	D ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Convertible Class B Units

$ 0 ⁽⁴⁾

08/10/2018⁽¹⁾

18,724,716 ⁽¹⁾ ⁽⁵⁾

⁽⁴⁾

Common Units

18,724,716 ⁽⁴⁾ ⁽⁵⁾

⁽⁴⁾

0 ⁽²⁾

D ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WILLIAMS COMPANIES INC ONE WILLIAMS CENTER TULSA, OK 74172	X	X
WILLIAMS GAS PIPELINE CO LLC ONE WILLIAMS CENTER TULSA, OK 74172	X	X

Signatures

Cher S. Lawrence, Assistant Secretary		08/13/2018
^**Signature of Reporting Person		Date
Cher S. Lawrence, Assistant Secretary		08/13/2018
^**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 August 10, 2018, pursuant to an Agreement and Plan of Merger dated May 16, 2018 by and among The Williams Companies, Inc. ("Williams"), SCMS LLC ("Merger Sub"), Williams Partners L.P. ("Williams Partners"), and WPZ GP LLC, Williams Partners issued to Williams, in exchange for the limited liability company interests in Merger Sub held by Williams immediately prior to the effective time of the merger contemplated thereby (the "Merger"), the number of newly issued common units representing limited partner interests in Williams Partners (the "Common Units") reported in Table I herein. Shortly following the Merger, Williams Partners merged into Williams (the "Second-Step Merger"), the separate existence of Williams Partners ceased, and the Reporting Persons were deemed to have disposed of all of the Common Units and Convertible Class B Units held by the Reporting Persons immediately prior to the effective time of the Second-Step Merger.
(2)	Giving effect to the transactions reported herein, the Reporting Persons no longer own, directly or indirectly, any Common Units or Convertible Class B Units.
(3)	Prior to their disposition in connection with the Second-Step Merger, Williams indirectly beneficially owned all of the Common Units and the Convertible Class B Units held of record by Williams Gas Pipeline Company, LLC, a wholly owned subsidiary of Williams.
(4)	Convertible Class B Units were convertible on a one-for-one basis into Common Units at the election of the holder or Williams Partners pursuant to Williams Partners' Second Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"). Pursuant to the Partnership Agreement, Class B Units received additional paid-in-kind Class B Units in lieu of cash for each distribution period that distributions were made with respect to the Common Units.
(5)	Due to an administrative error, the number of Class B Units beneficially owned by the Reporting Persons set forth in Column 9 of Table II in the Form 4 filed on August 3, 2018 was incorrectly reported as 18,442,649. The correct amount of Class B Units held by the Reporting Persons was 18,724,716.

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