OCCIDENTAL PETROLEUM CORP /DE/ — Director's Dealing 2019

Aug 19, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Western Midstream Partners, LP (WES)
CIK: 0001423902
Period of Report: 2019-08-08

Reporting Person: OCCIDENTAL PETROLEUM CORP /DE/ (N/A)
Reporting Person: ANADARKO PETROLEUM CORP (N/A)
Reporting Person: WESTERN GAS RESOURCES INC (N/A)
Reporting Person: APC Midstream Holdings, LLC (N/A)
Reporting Person: WGR Asset Holding Co LLC (N/A)
Reporting Person: Kerr-McGee Worldwide Corp (N/A)
Reporting Person: Anadarko E&P Onshore LLC (N/A)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units representing limited partner interests	251197617	Indirect

Footnotes

F1: For the reasons discussed in the Remarks below, this and a separate Form 3 filed today are being jointly submitted by Occidental Petroleum Corporation ("Occidental"), Oxy USA Inc. ("Oxy USA"), Occidental Permian Manager LLC ("OPM"), OXY Oil Partners, Inc. ("OOP"), Occidental Permian Ltd. ("OPL"), Baseball Merger Sub 2, Inc. ("BMS"), Anadarko Petroleum Corporation ("Anadarko"), Western Gas Resources, Inc. ("WGR"), APC Midstream Holdings, LLC ("AMH"), WGR Asset Holding Company LLC ("WGRAH"), Kerr-McGee Worldwide Corporation ("KWC") and Anadarko E&P Onshore LLC ("AE&P"). Oxy USA is a wholly owned subsidiary of Occidental. Oxy USA owns 100% of the outstanding membership interests of OPM and 100% of the common stock of OOP. OOP is the limited partner of OPL holding 98% of its partnership interests. OPM is the general partner of OPL, owning 2% of its outstanding partnership interests. OPL owns 100% of the outstanding common stock of BMS.

F2: Anadarko is a wholly owned subsidiary of BMS. Anadarko owns 100% of Anadarko Holding Company ("AHC"), owns, directly and indirectly, 100% of the common stock of WGR and Kerr-McGee Corporation ("KMG"), and indirectly owns 100% of the outstanding membership interests in Anadarko Consolidated Holdings LLC ("ACH"). WGR is the sole member of AMH, which is the sole member of WGRAH. KMG and AHC together own 100% of the common stock of KWC. ACH is the sole member of AE&P. Accordingly, Oxy USA, OPM, OOP, OPL, BMS, Anadarko, WGR, AMH, WGRAH, KWC and AE&P are all direct or indirect wholly owned subsidiaries of Occidental.

F3: Western Midstream Holdings, LLC (the "General Partner") is the 0% non-economic general partner of Western Midstream Partners, LP (the "Issuer"). WGR is the sole member of the General Partner.

F4: The Common Units of the Issuer are held by WGR (170,380,161), AMH (24,771,550), WGRAH (38,139,260), KWC (684,922) and AE&P (17,221,724). On August 8, 2019, pursuant to the terms of the Agreement and Plan of Merger, dated May 9, 2019, by and among Anadarko, Occidental and Baseball Merger Sub 1, Inc., an indirect, wholly owned subsidiary of Occidental ("Merger Subsidiary"), Occidental completed its previously announced acquisition of Anadarko, the indirect general partner and majority unitholder of the Issuer, through the merger of Merger Subsidiary with and into Anadarko (the "Merger"), with Anadarko surviving and continuing as the surviving corporation in the Merger. As a result of the Merger, Anadarko became an indirect, wholly owned subsidiary of Occidental.