WILLIAMS COMPANIES, INC. — Director's Dealing 2018

Aug 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIAMS PARTNERS L.P. (WPZ)
CIK: 0001483096
Period of Report: 2018-08-10

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
2018-08-10	Common Units	A	256007447	—	Acquired	958225979	Direct
2018-08-10	Common Units	D	958225979	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-10	Convertible Class B Units	$0.00	D	18724716	Disposed		Common Units (18724716)	Direct

Footnotes

F1: 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.

F2: Giving effect to the transactions reported herein, the Reporting Persons no longer own, directly or indirectly, any Common Units or Convertible Class B Units.

F3: 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.

F4: 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.

F5: 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.