sc13dza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 11 )*
(Name of Issuer)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
(CUSIP Number)
James J. Bender
One Williams Center
Tulsa, Oklahoma 74172-0172
(918) 573-2000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. |
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96950F104 |
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Page |
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2 |
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of |
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19 |
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1. |
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NAMES OF REPORTING PERSONS
The Williams Companies, Inc. |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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1,849,138 Common Units |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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215,246,111 Common Units |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,849,138 Common Units |
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WITH |
10. |
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SHARED DISPOSITIVE POWER |
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215,246,111 Common Units |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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217,095,249 Common Units |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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74.7% |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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HC; CO |
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CUSIP No. |
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96950F104 |
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Page |
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3 |
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of |
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19 |
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1. |
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NAMES OF REPORTING PERSONS
Williams Energy Services, LLC |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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91,854,749 Common Units |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10. |
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SHARED DISPOSITIVE POWER |
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91,854,749 Common Units |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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91,854,749 Common Units |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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31.6% |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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HC, OO limited liability company |
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CUSIP No. |
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96950F104 |
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Page |
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4 |
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of |
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19 |
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1. |
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NAMES OF REPORTING PERSONS
Williams Energy, L.L.C. |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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2,952,233 Common Units |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10. |
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SHARED DISPOSITIVE POWER |
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2,952,233 Common Units |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,952,233 Common Units |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.0% |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO limited liability company |
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CUSIP No. |
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96950F104 |
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Page |
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5 |
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of |
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19 |
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1. |
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NAMES OF REPORTING PERSONS
Williams Discovery Pipeline LLC |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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1,425,466 Common Units |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10. |
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SHARED DISPOSITIVE POWER |
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1,425,466 Common Units |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,425,466 Common Units |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.5% |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO limited liability company |
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CUSIP No. |
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96950F104 |
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Page |
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6 |
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of |
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19 |
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1. |
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NAMES OF REPORTING PERSONS
Williams Partners GP LLC |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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3,363,527 Common Units* |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10. |
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SHARED DISPOSITIVE POWER |
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3,363,527 Common Units* |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,363,527 Common Units* |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.2% |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO limited liability company |
* In addition to 3,363,527 Common Units, Williams Partners GP LLC, the sole general partner of Williams Partners L.P., owns a 2% general partner interest in and incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) in Williams Partners L.P.
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CUSIP No. |
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96950F104 |
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Page |
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7 |
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of |
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19 |
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1. |
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NAMES OF REPORTING PERSONS
Williams Partners Holdings LLC |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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2,826,378 Common Units |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10. |
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SHARED DISPOSITIVE POWER |
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2,826,378 Common Units |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,826,378 Common Units |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.0% |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO limited liability company |
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CUSIP No. |
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96950F104 |
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Page |
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8 |
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of |
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19 |
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1. |
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NAMES OF REPORTING PERSONS
Williams Gas Pipeline Company, LLC |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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120,564,984 Common Units |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10. |
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SHARED DISPOSITIVE POWER |
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120,564,984 Common Units |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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120,564,984 Common Units |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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41.5% |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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HC; OO limited liability company |
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CUSIP No. |
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96950F104 |
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Page |
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9 |
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of |
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19 |
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1. |
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NAMES OF REPORTING PERSONS
WGP Gulfstream Pipeline Company, L.L.C. |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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4,875,284 Common Units |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10. |
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SHARED DISPOSITIVE POWER |
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4,875,284 Common Units |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,875,284 Common Units |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.7% |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO limited liability company |
Page 10 of 19
Introduction
This
Amendment No. 11 amends Items 2, 3, 4, 5, 6, and 7 of the Schedule 13D originally filed by The Williams
Companies, Inc. (TWC), Williams Energy Services, LLC (WES), Williams Energy,
L.L.C. (WE), Williams Partners GP LLC ( GP LLC) Williams Partners Holdings LLC
(Holdings), Williams Gas Pipeline Company, LLC (WGP), and MAPCO LLC (MAPCO)
with the Securities and Exchange Commission (the Commission) on September 2, 2005 (the
Original Schedule 13D), as amended by Amendment No. 1 filed on April 13, 2006
(Amendment No. 1), Amendment No. 2 filed on June 26, 2006 (Amendment No. 2),
Amendment No. 3 filed on December 19, 2006 (Amendment No. 3), Amendment No. 4 filed on
December 20, 2007 (Amendment No. 4), Amendment No. 5 filed on January 18, 2008
(Amendment No. 5), Amendment No. 6 filed on February 28, 2008 (Amendment No.
6), Amendment No. 7 filed on January 19, 2010 (Amendment No. 7), Amendment No. 8
filed on February 19, 2010 (Amendment No. 8), Amendment No. 9 filed on September 2, 2010
(Amendment No. 9), and Amendment No. 10
filed on October 7, 2010 (Amendment No. 10).
This statement relates to common units representing limited partner interests (Common
Units) of Williams Partners L.P., a Delaware limited partnership (the Issuer).
Unless specifically amended hereby, the disclosure set forth in the Original Schedule 13D, as
amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5,
Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, and Amendment No. 10 shall
remain unchanged.
Item 2. Identity and Background
The information previously provided in response to Item 2 is hereby amended and supplemented
with the following:
(a) This statement on Schedule 13D (Schedule 13D) is filed by TWC, WES, WE, Williams
Discovery Pipeline LLC, a Delaware limited liability company (Discovery), GP LLC,
Holdings, WGP, and WGP Gulfstream Pipeline Company, L.L.C. a Delaware limited liability
company (WGPGPC) (collectively, the Reporting Persons).
WGP is the sole member of WGPGPC; WES is the sole member of Discovery.
(b) The address of the principal office of WGPGPC and of Discovery is One Williams Center, Tulsa,
Oklahoma 74172-0172.
(c) The principal business of WGPGPC and of Discovery is to own and operate natural gas pipeline
operations.
(d)-(e) During the past five years, neither WGPGCP nor Discovery have (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of which was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
In accordance with the provisions of General Instruction C to Schedule 13D, information
concerning the executive officers, board of directors and each person controlling the Reporting
Persons, as applicable (collectively, the Listed Persons), required by Item 2 of Schedule
13D is provided on Schedule 1 and is incorporated by reference herein. To the Reporting Persons
knowledge, none of the persons listed on Schedule 1 as a director or executive officer of TWC, WES, WE, Discovery, GP
LLC, Holdings, WGP, WGPGPC, MAPCO, Williams Midstream Natural Gas Liquids, Inc., Williams
Natural Gas Liquids, Inc., or ESPAGAS USA Inc. has been, during the last five years, (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Page 11 of 19
Item 3.
Source and Amount of Funds or Other Consideration
The
information previously provided in response to Item 3 is hereby
amended and supplemented by adding the following:
The
information provided or incorporated by reference in Item 4 below is
hereby incorporated by reference herein.
Item 4. Purpose of Transaction
The information previously provided in response to Item 4 is hereby amended and supplemented by
adding the following at the end thereof:
On May 9, 2011, a transaction closed whereby a subsidiary of the Issuer acquired from WGPGPC
an additional 24.5 percent interest in Gulfstream Natural Gas System L.L.C., an interstate natural
gas pipeline extending from the Mobile Bay area in Alabama to markets in Florida. As part of the
transaction, the Issuer issued 632,584 Common Units to WGPGPC among other consideration.
On November 19, 2010, a transaction closed whereby a subsidiary of the Issuer acquired certain
gathering and processing assets in Colorados Piceance basin
from a subsidiary of TWC. As
part of the transaction, the Issuer issued 1,849,138 Common Units to Williams Production RMT
Company LLC. On March 30, 2011, Williams Production RMT Company LLC dividended the 1,849,138
Common Units it owned to TWC, which changed TWCs holdings of these units from indirect to
direct.
Item 5. Interest in Securities of the Issuer
The information previously provided in response to Item 5 is hereby amended and restated by
replacing the text thereof in its entirety with the following:
(a) (1) TWC is the record owner of 1,849,138 Common Units and, as the direct or indirect 100%
owner of each of WES, WE, Discovery, WGP, WGPGPC, GP LLC and
Holdings, may, pursuant to Rule 13d-3 (Rule
13d-3) of the Securities Exchange Act of 1934, as amended,
be deemed to beneficially own 217,095,249 Common Units, which in the aggregate and based on
calculations made in accordance with Rule 13d-3, represents 74.7% of the outstanding Common Units.
TWC, as the sole member of WES, may also, pursuant to Rule 13d-3, be deemed to beneficially own the
2% general partner interest and the incentive distribution rights (which represent the right to
receive increasing percentages of quarterly distributions in excess of specified amounts) in the
Issuer held by GP LLC.
(2) WES is the record owner of 84,113,523 Common Units and, as the sole stockholder of MAPCO,
the sole member of Discovery and the sole member of GP LLC, may, pursuant to Rule 13d-3, be deemed to beneficially own the
2,952,233 Common Units that may deemed to be beneficially owned by MAPCO (and held of record by
WE), the 1,425,466 Common Units held of record by Discovery and the 3,363,527 Common Units held of
record by GP LLC. Based on the foregoing, WES may be deemed to beneficially own a total of
91,854,749 Common Units, which in the aggregate and based on calculations made in accordance with
Rule 13d-3, represents 31.6% of the outstanding Common Units. WES, as the sole member of GP LLC,
may also, pursuant to Rule 13d-3, be deemed to beneficially own the 2% general partner interest and
the incentive distribution rights (which represent the right to receive increasing percentages of
quarterly distributions in excess of specified amounts) in the Issuer held by GP LLC.
Page 12 of 19
(3) WE is the record owner of 2,952,233 Common Units, which based on calculations made in
accordance with Rule 13d-3, represents 1.0% of the outstanding Common Units.
(4) Discovery is the record owner of 1,425,466 Common Units, which based on calculations made
in accordance with Rule 13d-3, represents 0.5% of the outstanding Common Units.
(5) GP LLC is the record owner of 3,363,527 Common Units, which based on calculations made in
accordance with Rule 13d-3, represents 1.2% of the outstanding Common Units. GP LLC, as the sole
general partner of the Issuer, also owns a 2% general partner interest and the incentive
distribution rights (which represent the right to receive increasing percentages of quarterly
distributions in excess of specified amounts) in the Issuer.
(6) Holdings is the record owner of 2,826,378 Common Units, which based on calculations made
in accordance with Rule 13d-3, represents 1.0% of the outstanding Common Units.
(7) WGP is the record owner of 115,689,700 Common Units, and, as the 100% owner of WGPGPC,
may, pursuant to Rule 13d-3, be deemed to beneficially own the 4,875,284 Common Units held of
record by WGPGPC, which in the aggregate and based on calculations made in accordance with Rule
13d-3, represents 41.5% of the outstanding Common Units.
(8) WGPGPC is the record owner of 4,875,284 Common Units, which based on calculations made in
accordance with Rule 13d-3, represents 1.7% of the outstanding Common Units.
(9) See Schedule 1 for the aggregate number and percentage of Common Units beneficially owned
by the Listed Persons.
(b) The information set forth in Items 7 through 11 of the cover pages hereto is incorporated
herein by reference. See Schedule 1 for the information applicable to the Listed Persons.
(c) Except as described in this Schedule 13D, none of the Reporting Persons or, to the
Reporting Persons knowledge, the Listed Persons, has effected any transactions in the Common Units
during the past 60 days.
(d) The Reporting Persons have the right to receive or the power to direct the receipt of
distributions from, or the proceeds from the sale of, the respective Common Units reported by such
persons on the cover pages of this Schedule 13D and in this Item 5. See Schedule 1 for the
information applicable to the Listed Persons. The members of Holdings MAPCO, Williams Midstream
Natural Gas Liquids, Inc., Williams Natural Gas Liquids, LLC and ESPAGAS USA Inc. may have the
right to receive or the power to direct the receipt of distributions from, or the proceeds from the
sale of, Common Units beneficially owned by Holdings. Except for the foregoing and the cash
distribution described in Item 6 under the Caption Issuers Partnership Agreement Cash
Distributions, no other person is known by the Reporting Persons to have the right to receive or
the power to direct the receipt of distributions from, or the proceeds from the sale of, Common
Units beneficially owned by the Reporting Persons or, to the Reporting Persons knowledge, the
Listed Persons.
(e) Not applicable.
Page 13 of 19
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
The information previously provided in response to Item 6 is hereby amended and supplemented
by adding the following at the end thereof:
As
of May 17, 2011, the Reporting Persons have entered into a Joint Filing Statement,
attached as Exhibit T hereto.
Item 7. Materials to Be Filed as Exhibits
The information previously provided in response to Item 7 is hereby amended and supplemented
by adding the following at the end thereof:
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Exhibit T
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Joint Filing Statement (filed herewith). |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: May
17, 2011
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The Williams Companies, Inc.
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By: |
/s/ Alan S. Armstrong
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Name: |
Alan S. Armstrong |
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Title: |
Chief Executive Officer and President |
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Williams Energy Services, LLC
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By: |
/s/ Robyn L. Ewing
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Name: |
Robyn L. Ewing |
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Title: |
Senior Vice President |
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Williams Energy, L.L.C.
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By: |
/s/ Rory L. Miller
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Name: |
Rory L. Miller |
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Title: |
Senior Vice President |
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Williams Discovery Pipeline LLC
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By: |
/s/ Rory L. Miller
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Name: |
Rory L. Miller |
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Title: |
Senior Vice President |
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Williams Partners GP LLC
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By: |
/s/ Alan S. Armstrong
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Name: |
Alan S. Armstrong |
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Title: |
Chairman of the Board and Chief
Executive Officer |
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Williams Partners Holdings LLC
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By: |
/s/ Alan S. Armstrong
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Name: |
Alan S. Armstrong |
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Title: |
Chief Operating Officer |
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Williams Gas Pipeline Company, LLC
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By: |
/s/ Randall L. Barnard
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Name: |
Randall L. Barnard |
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Title: |
Senior Vice President |
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WGP Gulfstream Pipeline Company,
L.L.C.
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By: |
/s/ Randall L. Barnard
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Name: |
Randall L. Barnard |
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Title: |
Senior Vice President |
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Schedule 1
Executive Officers of The Williams Companies, Inc.
Alan S. Armstrong
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Director, Chief Executive Officer, and President
Citizenship: USA
Amount Beneficially Owned: 20,000 (less than 1%) See footnote 4
Randall L. Barnard
c/o The Williams Companies, Inc.
2800 Post Oak Blvd.
Houston, Texas 77056
Principal Occupation: Senior Vice President, Gas Pipeline
Citizenship: USA
Amount Beneficially Owned: 2,337 (less than 1%) See footnotes 1 and 3
James J. Bender
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President and General Counsel
Citizenship: USA
Amount Beneficially Owned: 17,584 (less than 1%) See footnotes 1, 3, and 5
Donald R. Chappel
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President and Chief Financial Officer
Citizenship: USA
Amount Beneficially Owned: 22,584 (less than 1%) See footnotes 1 and 3
Ralph A. Hill
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President, Exploration and Production
Citizenship: USA
Amount Beneficially Owned: 4,292 (less than 1%) See footnotes 1, 3, and 6
Robyn L. Ewing
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President and Chief Administrative Officer
Citizenship: USA
Amount Beneficially Owned: 0
Rory L. Miller
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President, Midstream
Citizenship: USA
Amount Beneficially Owned: 0 (less than 1%)
Ted T. Timmermans
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Vice President, Controller and Chief Accounting Officer
Citizenship: USA
Amount Beneficially Owned: 679 (less than 1%) See footnote 7
Phillip D. Wright
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President, Corporate Development
Citizenship: USA
Amount Beneficially Owned: 12,084 (less than 1%) See footnotes 1 and 3
Board of Directors of The Williams Companies, Inc.
Irl Engelhardt
c/o Patriot Coal Corporation
12312 Olive Boulevard
St. Louis, Missouri 63141
Principal Occupation: Chairman of Patriot Coal Corporation (a producer and marketer of coal in the eastern United States)
Citizenship: USA
Amount Beneficially Owned: 0
Kathleen B. Cooper
c/o Southern Methodist University
213 Carr Collins Hall
3330 University Boulevard
Dallas, TX 75275-0117
Principal Occupation: Senior Fellow of the Tower Center for Political Studies at Southern Methodist
University
Citizenship: USA
Amount Beneficially Owned: 0
William R. Granberry
Compass Operating, LLC (Compass)
400 W. Illinois, Suite 1000
Midland, Texas 79701
Principal Occupation: Member of Compass (a company that explores for, develops and produces oil and gas in the Permian Basin of West Texas and southeast New Mexico)
Citizenship: USA
Amount Beneficially Owned: 0
William E. Green
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Founder of William Green & Associates, a Palo Alto, California law firm, and vice president, general counsel and secretary of AIM Broadcasting, LLC (a media company)
Citizenship: USA
Amount Beneficially Owned: 1,258 (less than 1%) See footnotes 1 and 3
Juanita H. Hinshaw
7701 Forsyth Blvd., Suite 1000
Clayton, Missouri 63105
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 1,758 (less than 1%) See footnotes 1 and 3
W.R. Howell
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 12,584 (less than 1%) See footnotes 1 and 3
Joseph R. Cleveland
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 2,000 (less than 1%) See footnotes 1 and 3
George A. Lorch
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Chairman of the Board of Pfizer, Inc. (a research-based pharmaceutical company)
Citizenship: USA
Amount Beneficially Owned: 8,792 (less than 1%) See footnote 2
William G. Lowrie
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 8,821(less than 1%) See footnotes 1 and 3
Frank T. MacInnis
191 Post Road West
Westport, Connecticut 06880
Principal Occupation: Chairman of the Board of The Williams Companies, Inc. and Chairman of the
Board of EMCOR Group, Inc. (an electrical and mechanical construction company and energy
infrastructure service provider)
Citizenship: USA
Amount Beneficially Owned: 8,792 (less than 1%) See footnotes 1 and 3
Janice D. Stoney
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 8,792 (less than 1%) See footnote 2
Laura A. Sugg
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 0 (less than 1%)
Executive Officers of Williams Energy Services, LLC
Alan S. Armstrong
(see above)
Robyn L. Ewing
(see above)
Management Committee of Williams Energy Services, LLC
Alan S. Armstrong
(see above)
Robyn L. Ewing
(see above)
Donald R. Chappel
(see above)
Executive Officers of Williams Energy, L.L.C.
Rory L. Miller
(see above)
Management Committee of Williams Energy, L.L.C.
Alan S. Armstrong
(see above)
Rory L. Miller
(see above)
Randy M. Newcomer
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Vice President Midstream for The Williams Companies, Inc.
Citizenship: USA
Amount Beneficially Owned: 758 (less than 1%) See footnote 9
Executive Officers of Williams Discovery Pipeline LLC
Rory L. Miller
(see above)
Management Committee of Williams Discovery Pipeline LLC
Alan S. Armstrong
(see above)
Rory L. Miller
(see above)
Randy M. Newcomer
(see above)
Executive Officers of Williams Partners GP LLC
Alan S. Armstrong, Chairman of the Board and Chief Executive Officer
(see above)
Donald R. Chappel, Chief Financial Officer
(see above)
Rory L. Miller, Senior Vice President Midstream
(see above)
Randall L. Barnard, Senior Vice President Gas Pipeline
(see above)
James J. Bender, General Counsel
(see above)
Ted T. Timmermans, Vice President, Controller and Chief Accounting Officer
(see above)
Board of Directors of Williams Partners GP LLC
Alan S. Armstrong
(see above)
Donald R. Chappel
(see above)
Randall L. Barnard
(see above)
Rory L. Miller
(see above)
Alice M. Peterson
c/o Williams Partners GP LLC
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Special advisor to SAI Global (a risk management, compliance and business
improvement service provider)
Citizenship: USA
Amount Beneficially Owned: 4,524 (less than 1%) See footnotes 1 and 3
H. Michael Krimbill
c/o NGL Energy Partners LP
6120 S. Yale, Suite 805
Tulsa, Oklahoma 74136
Principal Occupation: Chief Executive Officer of NGL Energy Partners LP (a vertically-integrated
propane business)
Citizenship: USA
Amount Beneficially Owned: 57,151 (less than 1%) See footnotes 1 and 3
H. Brent Austin, Director
c/o Williams Partners GP LLC
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Chief Investment Officer of Alsamora L.P. (a private limited partnership with
real estate and diversified equity investments)
Citizenship: USA
Amount Beneficially Owned: 10,336 (less than 1%) See footnote 2
Executive Officers of Williams Partners Holdings LLC
Alan S. Armstrong
(see above)
Rory L. Miller
(see above)
Executive Officers of MAPCO LLC
Rory L. Miller
(see above)
Management Committee of MAPCO LLC
Alan S. Armstrong
(see above)
Rory L. Miller
(See above)
Randy M. Newcomer
(see above)
Executive Officers of Williams Midstream Natural Gas Liquids, Inc.
Rory L. Miller
(See above)
Board of Directors of Williams Midstream Natural Gas Liquids, Inc.
Alan S. Armstrong
(see above)
Rory L. Miller
(see above)
Randy M. Newcomer
(see above)
Executive Officers of Williams Natural Gas Liquids, LLC
Rory L. Miller
(see above)
Management Committee of Williams Natural Gas Liquids, LLC
Alan S. Armstrong
(see above)
Rory L. Miller
(see above)
Randy M. Newcomer
(see above)
Executive Officers of ESPAGAS USA Inc.
Donald R. Chappel
(see above)
Board of Directors of ESPAGAS USA Inc.
Donald R. Chappel
(see above)
Dennis M. Elliott
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172-0172
Principal Occupation: Director EH&S Midstream for The Williams Companies, Inc.
Citizenship: USA
Amount Beneficially Owned: 758 (less than 1%) See footnotes 1 and 3
Rodney J. Sailor
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Vice President and Treasurer of The Williams Companies, Inc.
Citizenship: USA
Amount Beneficially Owned: 0 (less than 1%)
Executive
Officers of Williams Gas Pipeline Company, LLC
Randall L. Barnard
(see above)
Management
Committee of Williams Gas Pipeline Company, LLC
Randall L. Barnard
(see above)
Donald R. Chappel
(see above)
Robyn L. Ewing
(see above)
Executive Officers of WGP Gulfstream Pipeline Company, L.L.C.
Randall L. Barnard
(see above)
Management Committee of WGP Gulfstream Pipeline Company, L.L.C.
Randall L. Barnard
(see above)
Frank J. Ferazzi
c/o The Williams Companies, Inc.
2800 Post Oak Blvd.
Houston, Texas 77056
Principal Occupation: Vice President Gas Pipeline for The Williams Companies, Inc.
Citizenship: USA
Amount Beneficially Owned: 0
1 Listed Person has sole power to vote or direct the vote and sole power to dispose or to
direct the disposition of the Common Units.
2 Listed Person holds all or a portion of such Common Units in joint tenancy with his spouse and,
therefore, the Listed Person has shared power to vote or direct the vote and shared power to
dispose or to direct the disposition of the Common Units, and the Listed Persons spouse also has
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, such Common Units.
3 Listed Person has right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such Common Units.
4 Listed Person is the trustee of the Alan Stuart Armstrong Trust dated June 16, 2010, who has
the power to vote or to direct the vote of, the right to receive or the power to direct the receipt
of dividends from, the power to dispose or direct the disposition of, and right to receive the
proceeds from the sale of, 10,000 Common Units held by the Trust. The Listed Persons spouse is
the trustee of the Shelly Stone Armstrong Trust dated June 16, 2010, who has the power to vote or
to direct the vote of, the right to receive or the power to direct the receipt of dividends from,
the power to dispose or direct the disposition of, and right to receive the proceeds from the sale
of, 10,000 Common Units held by the Trust.
5 Listed Person is the trustee of the James J. Bender Trust dated July 8, 2009, who has the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
17,584 Common Units held by the Trust.
6 Listed Person is the trustee of the Ralph A. Hill Trust, dated May 15, 2002, who has the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
4,292 Common Units held by the Trust.
7 Listed Person and his spouse are the trustees of the Theodore T. and Cathy A. Timmermans Family
Trust, dated June 17, 2008, therefore, the Listed Person has shared power to vote or direct the
vote and shared power to dispose or to direct the disposition of the Common Units, and the Listed
Persons spouse also has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of 679 Common Units held by the Trust.
8 Listed Person and his spouse are the trustees of the Randy M. Newcomer Trust, dated October 11,
2007, therefore, the Listed Person has shared power to vote or direct the vote and shared power to
dispose or to direct the disposition of the Common Units, and the Listed Persons spouse also has
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of 758 Common Units held by the Trust.