WILLIAMS COMPANIES, INC. — Director's Dealing 2012

Nov 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Williams Partners L.P. (WPZ)
CIK: 0001324518
Period of Report: 2012-11-05

Reporting Person: WILLIAMS COMPANIES INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-05	Common units representing limited partner interests	J	42778812	—	Acquired	145101606	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common units representing limited partner interests	131370638	Indirect

Footnotes

F1: On November 5, 2012, Williams Partners L.P. (the "Partnership") acquired 100% of the issued and outstanding membership interest in Williams Olefins, L.L.C. from The Williams Companies, Inc. ("Williams") and in exchange, among other things, Williams received 42,778,812 common units from the Partnership (the "Transaction").

F2: Following the Transaction Williams is the record holder of 145,101,606 common units.

F3: Williams directly or indirectly owns 100% of WGP Gulfstream Pipeline Company, L.L.C. ("WGPG"), Williams Partners GP LLC (the "General Partner"), Williams Partners Holdings LLC ("Holdings"), Williams Energy L.L.C. ("WE"), Williams Discovery Pipeline LLC ("Discovery Pipeline"), and Williams Gas Pipeline Company, LLC ("WGP"). The General Partner is the sole general partner of the Partnership, holding a 2% general partner interest in the Partnership, the incentive distribution rights in the Partnership and common units. WGP is the sole member of WGPG. WGPG directly holds 5,113,334 common units, the General Partner directly holds 3,363,527 common units, Holdings directly holds 2,826,378 common units, WE directly holds 2,952,233 common units, Discovery Pipeline directly holds 1,425,466 common units, and WGP directly holds 115,689,700 common units. The number of common units directly held by each of the entities described in the preceding sentence was not affected by the Transaction.

F4: Williams indirectly beneficially owns (a) the common units that each of WGPG, Holdings, WE, Discovery Pipeline, and WGP directly benefically own and (b) the incentive distribution rights in the Partnership, the 2% general partner interest in the Partnership, and the common units held by the General Partner. WGP indirectly benefically owns the common units directly benefically owned by WGPG.

F5: The reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein, and this report shall not be deemed an admission that the reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.