FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WILLIAMS COMPANIES INC 		2. Issuer Name and Ticker or Trading Symbol

WILLIAMS PARTNERS L.P. [ WPZ ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

ONE WILLIAMS CENTER 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/26/2016
(Street)

TULSA, OK 74172
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units   8/26/2016     A    6975446   (1) A $35.84   (1) 346639534   D   (2)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  On August 26, 2016, pursuant to a private placement agreement, The Williams Companies, Inc. ("Williams") purchased 6,975,446 common units from Williams Partners L.P. ("Partnership") at a cost per common unit of $35.84, which is equal to the average of the high and low trading prices of the Partnership's common units on the NYSE for each of the five trading days from August 19 to August 25, 2016, less a discount of 2.5% per common unit, which price per common unit was calculated using the same method and discount that initially will be used to determine the price of the common units pursuant to the Partnership's anticipated distribution re-investment plan.
( 2)  The Williams Companies, Inc. indirectly beneficially owns (a) 346,639,534 Common Units held by Williams Gas Pipeline Company, LLC ("WGP"), a wholly owned subsidiary of Williams (b) the incentive distribution rights in the Partnership (c) the 2% general partner interest in the Partnership, and (d) 16,314,835 Class B Units held by WGP, which is all of the Class B Units outstanding.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WILLIAMS COMPANIES INC
ONE WILLIAMS CENTER
TULSA, OK 74172 		X X

WILLIAMS GAS PIPELINE CO LLC
ONE WILLIAMS CENTER
TULSA, OK 74172 		X X


Signatures
/s/ Cher S. Lawrence, Attorney-in-fact 8/30/2016
** Signature of Reporting Person Date

Cher S. Lawrence, Attorney-in-fact 8/30/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Williams Partners (NYSE:WPZ)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Williams Partners Charts.
Williams Partners (NYSE:WPZ)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Williams Partners Charts.