WILLIAMS COMPANIES, INC. — Director's Dealing 2017

Jan 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIAMS PARTNERS L.P. (WPZ)
CIK: 0001483096
Period of Report: 2017-01-09

Reporting Person: WILLIAMS COMPANIES INC (Director, 10% Owner)
Reporting Person: WILLIAMS GAS PIPELINE CO LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-09	Common Units	A	289277117	—	Acquired	643511972	Direct
2017-01-09	Common Units	A	51047349	$36.0859	Acquired	694559321	Direct

Footnotes

F1: On January 9, 2017, The Williams Companies, Inc. ("Williams") acquired 289,277,117 common units (the "Common Units") of Williams Partners, L.P. ("WPZ") in exchange for (a) the permanent waiver of all rights to distributions and other payments with respect to the Incentive Distribution Rights (as defined in WPZ's First Amended and Restated Agreement of Limited Partnership, dated as of August 3, 2010, as amended (the "Partnership Agreement")) indirectly owned by Williams, (b) the conversion of the General Partner Interest (as defined in the Partnership Agreement) indirectly owned by Williams into a non-economic general partner interest in WPZ and (c) cash in an amount equal to $10,000,000. Immediately following this acquisition, Williams contributed the Common Units to Williams Gas Pipeline Company, LLC ("WGP"), its wholly-owned subsidiary.

F2: On January 9, 2017, Williams and WGP entered into an agreement with WPZ pursuant to which WGP agreed to purchase 51,047,349 common units from WPZ at a price per unit of $36.08586. The purchase is expected to be consummated on January 13, 2017.

F3: Giving effect to the consummation of the transactions described above, Williams indirectly beneficially owns (a) 694,559,321 Common Units held by WGP, a wholly owned subsidiary of Williams, and (b) 16,690,016 Class B Units held by WGP, which is all of the Class B Units outstanding.