Amendment: SEC Form SCHEDULE 13D/A filed by Western Midstream Partners LP
$WES
Natural Gas Distribution
Utilities
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
|
Western Midstream Partners, LP (Name of Issuer) |
Common Units Representing Limited Partner Interests (Title of Class of Securities) |
958669103 (CUSIP Number) |
Nicole E. Clark 5 Greenway Plaza, Suite 110, Houston, TX, 77046 (713) 215-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/16/2026 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 958669103 |
| 1 |
Name of reporting person
Occidental Petroleum Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
165,681,578.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person:
Represents (i) 156,219,520 common units representing limited partner interests in the Issuer ("Common Units") held by Western Gas Resources, Inc. ("WGRI"), (ii) 457,849 Common Units held by APC Midstream Holdings, LLC ("AMH") and (iii) 9,004,209 Common Units held by Anadarko USH1 Corporation ("AUSH1"). Occidental Petroleum Corporation ("Occidental") indirectly owns 100% of the issued and outstanding common stock of Anadarko Petroleum Corporation ("Anadarko"), which directly or indirectly owns 100% of the issued and outstanding equity interests of WGRI, AMH and AUSH1. Occidental may, therefore, be deemed to beneficially own the Common Units held by WGRI, AMH and AUSH1. The calculation is based on a total of 407,995,725 Common Units issued and outstanding as of October 31, 2025.
SCHEDULE 13D
|
| CUSIP No. | 958669103 |
| 1 |
Name of reporting person
OXY USA Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
165,681,578.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Represents (i) 156,219,520 Common Units held by WGRI, (ii) 457,849 Common Units held by AMH and (iii) 9,004,209 Common Units held by AUSH1. OXY Oil Partners, Inc. indirectly owns 100% of the issued and outstanding common stock of Anadarko, which directly or indirectly owns 100% of the issued and outstanding equity interests of WGRI, AMH and AUSH1. Oxy Oil Partners, Inc. may be deemed to beneficially own the Common Units held by WGRI, AMH and AUSH1. The calculation is based on a total of 407,995,725 Common Units issued and outstanding as of October 31, 2025.
SCHEDULE 13D
|
| CUSIP No. | 958669103 |
| 1 |
Name of reporting person
OXY Oil Partners, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
165,681,578.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Represents (i) 156,219,520 Common Units held by WGRI, (ii) 457,849 Common Units held by AMH and (iii) 9,004,209 Common Units held by AUSH1. OXY Oil Partners, Inc. indirectly owns 100% of the issued and outstanding common stock of Anadarko, which directly or indirectly owns 100% of the issued and outstanding equity interests of WGRI, AMH and AUSH1. Oxy Oil Partners, Inc. may be deemed to beneficially own the Common Units held by WGRI, AMH and AUSH1. The calculation is based on a total of 407,995,725 Common Units issued and outstanding as of October 31, 2025.
SCHEDULE 13D
|
| CUSIP No. | 958669103 |
| 1 |
Name of reporting person
Baseball Merger Sub 2, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
165,681,578.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person:
Represents (i) 156,219,520 Common Units held by WGRI, (ii) 457,849 Common Units held by AMH and (iii) 9,004,209 Common Units held by AUSH1. Baseball Merger Sub 2, Inc. indirectly owns 100% of the issued and outstanding common stock of Anadarko, which directly or indirectly owns 100% of the issued and outstanding equity interests of WGRI, AMH and AUSH1. Baseball Merger Sub 2, Inc. may, therefore, be deemed to beneficially own the Common Units held by WGRI, AMH and AUSH1. The calculation is based on a total of 407,995,725 Common Units issued and outstanding as of October 31, 2025.
SCHEDULE 13D
|
| CUSIP No. | 958669103 |
| 1 |
Name of reporting person
Anadarko Petroleum Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
165,681,578.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person:
Represents (i) 156,219,520 Common Units held by WGRI, (ii) 457,849 Common Units held by AMH and (iii) 9,004,209 Common Units held by AUSH1. Anadarko directly or indirectly owns 100% of the issued and outstanding equity interests of WGRI, AMH and AUSH1 and may, therefore, be deemed to beneficially own the Common Units held by WGRI, AMH and AUSH1. The calculation is based on a total of 407,995,725 Common Units issued and outstanding as of October 31, 2025.
SCHEDULE 13D
|
| CUSIP No. | 958669103 |
| 1 |
Name of reporting person
Western Gas Resources, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
156,677,369.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
38.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person:
Represents (i) 156,219,520 Common Units held by WGRI and (ii) 457,849 Common Units held by AMH. In addition to its Common Units held of record, WGRI directly owns 100% of the issued and outstanding equity interests of AMH and may, therefore, be deemed to beneficially own the Common Units held by AMH. The calculation is based on a total of 407,995,725 Common Units issued and outstanding as of October 31, 2025.
SCHEDULE 13D
|
| CUSIP No. | 958669103 |
| 1 |
Name of reporting person
APC Midstream Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
457,849.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO, HC |
Comment for Type of Reporting Person:
Represents 457,849 Common Units held by AMH. The calculation is based on a total of 407,995,725 Common Units issued and outstanding as of October 31, 2025.
SCHEDULE 13D
|
| CUSIP No. | 958669103 |
| 1 |
Name of reporting person
Anadarko Holding Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UTAH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,004,209.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person:
Represents 9,004,209 Common Units held by AUSH1. Anadarko Holding Company ("AHC") and Kerr-McGee Corporation ("KMG") together own 100% of the common stock of Kerr-McGee Worldwide Corporation ("KMWW"), and Anadarko and KMWW together indirectly own 100% of the common stock of AUSH1. The calculation is based on a total of 407,995,725 Common Units issued and outstanding as of October 31, 2025.
SCHEDULE 13D
|
| CUSIP No. | 958669103 |
| 1 |
Name of reporting person
Kerr-McGee Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,004,209.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person:
Represents 9,004,209 Common Units held by AUSH1. AHC and KMG together own 100% of the common stock of KMWW, and Anadarko and KMWW together indirectly own 100% of the common stock of AUSH1. The calculation is based on a total of 407,995,725 Common Units issued and outstanding as of October 31, 2025.
SCHEDULE 13D
|
| CUSIP No. | 958669103 |
| 1 |
Name of reporting person
Kerr-McGee Worldwide Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,004,209.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person:
Represents 9,004,209 Common Units held by AUSH1. KMWW and Anadarko together indirectly own 100% of the common stock of AUSH1. The calculation is based on a total of 407,995,725 Common Units issued and outstanding as of October 31, 2025.
SCHEDULE 13D
|
| CUSIP No. | 958669103 |
| 1 |
Name of reporting person
Anadarko USH1 Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,004,209.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Represents 9,004,209 Common Units held of record by AUSH1. The calculation is based on a total of 407,995,725 Common Units issued and outstanding as of October 31, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Units Representing Limited Partner Interests | |
| (b) | Name of Issuer:
Western Midstream Partners, LP | |
| (c) | Address of Issuer's Principal Executive Offices:
9950 Woodloch Forest Drive, Suite 2800, The Woodlands,
TEXAS
, 77380. | |
Item 1 Comment:
This Amendment No. 8 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on August 19, 2019 (the "Original Schedule 13D," and as amended, the "Schedule 13D") relating to the common units representing limited partner interests (the "Common Units") in Western Midstream Partners, LP, a Delaware master limited partnership (the "Issuer") beneficially owned by Occidental Petroleum Corporation ("Occidental"), OXY USA Inc. ("OXY USA"), OXY Oil Partners, Inc. ("OOP"), Baseball Merger Sub 2, Inc. ("BMS"), Anadarko Petroleum Corporation ("Anadarko"), Western Gas Resources, Inc. ("WGRI"), APC Midstream Holdings, LLC ("AMH"), Anadarko Holding Company ("AHC"), Kerr-McGee Corporation ("KMG"), Kerr-McGee Worldwide Corporation ("KWC") and Anadarko USH1 Corporation ("AUSH1" and together with Occidental, OXY USA, OOP, BMS, Anadarko, WGRI, AMH, AHC, KMG and KWC, the "Reporting Persons"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Schedule 13D and subsequent amendments, as applicable.
The filing of this Amendment No. 8 shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the Common Units reported herein. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership in any such Common Units. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
January 2026 Unit Redemption Agreement
On January 16, 2026, the Issuer entered into a Unit Redemption Agreement with WGRI and the other parties thereto (the "Unit Redemption Agreement"), pursuant to which, on February 3, 2026, WGRI will transfer and surrender an aggregate of 15,307,402 Common Units to the Issuer in connection with the execution of (i) the Third Amendment to the Gas Gathering Agreement (the "GGA Amendment"), and (ii) the Eleventh Amendment to the Gas Processing Contract (the "GPC Amendment") to, among other things, (a) in the case of the GGA Amendment, provide Delaware Basin Midstream LLC ("DBM") with a minimum volume commitment of dedicated gas from Anadarko E&P Onshore LLC ("AE&P"), reduce the gathering fee charged by DBM to AE&P, and provide for a fixed-fee (instead of cost-of-service) rate structure, and (b) in the case of the GPC Amendment, add provisions related to DBM entering into a separate Gas Gathering, Processing and Treating Agreement directly with Permian Delaware Enterprises Holdings LLC ("PDEH").
The foregoing description of the Unit Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit hereto and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See the information on the cover pages of this Amendment No. 8 to the Schedule 13D, which is incorporated by reference herein. | |
| (b) | See the information on the cover pages of this Amendment No. 8 to the Schedule 13D, which is incorporated by reference herein. | |
| (c) | None of the Reporting Persons, nor to the Reporting Persons' knowledge, none of the Listed Persons, has effected any transactions in the Common Units during the past 60 days, other than as described in Item 4 of this Amendment No. 8 to the Schedule 13D. | |
| (d) | The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective Common Units reported by such persons on the cover pages of the Schedule 13D and in this Item 5. Except for the foregoing, 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. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented by adding the following:
The description of the Unit Redemption Agreement in Item 4 above is hereby incorporated by reference into this Item 6. A copy of the United Redemption Agreement is included as an exhibit to this filing. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented by inserting the following exhibit:
Exhibit AD
Unit Redemption Agreement, dated as of January 16, 2026, by and among Western Gas Resources, Inc., Anadarko E&P Onshore LLC, Western Midstream Partners, LP, and Delaware Basin Midstream LLC. | ||
| SIGNATURE | |
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.
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