Occidental Petroleum (OXY) SC 13D/AWestern Midstream Partners / OCCIDENTAL PETROLEUM ownership change

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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.

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).

This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on August 19, 2019 (the “Original Schedule 13D,” and as amended by Amendment No. 1, filed on January 7, 2020, the “Schedule 13D”) relating to the common units representing limited partner interests (the “Common Units”) in Western Midstream Partners, LP, a Delaware limited partnership (the “Issuer”) beneficially owned by Occidental Petroleum Corporation (“Occidental”), Oxy USA Inc. (“Oxy USA”), Occidental Permian Manager LLC (“OPM”), OXY Oil Partners, Inc. (“OOP”), New OPL, LLC (“OPL”), Baseball Merger Sub 2, Inc. (“BMS”), Anadarko Petroleum Corporation (“Anadarko”), Western Gas Resources, Inc. (“WGR”), APC Midstream Holdings, LLC (“APCMH”), WGR Asset Holding Company LLC (“WGRAH”), Kerr-McGee Worldwide Corporation (“KWC”), Anadarko E&P Onshore LLC (“AEP”) and Anadarko USH1 Corporation (“USH1” and together with Occidental, Oxy USA, OPM, OOP, OPL, BMS, Anadarko, WGR, APCMH, WGRAH, KWC and AEP, the “Reporting Persons”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Schedule 13D.

The description of the Redemption included in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 3.

On September 11, 2020, the Issuer entered into a unit redemption agreement (the “Redemption Agreement”) with Anadarko, pursuant to which the Issuer redeemed and canceled 27,855,398 units (the “Subject Units”) representing common interests in the Issuer (“WES Common Units”), in exchange for the Issuer transferring and assigning its pro rata portion of a 30-year note bearing interest at a fixed annual rate of 6.50% owed by Anadarko to the Issuer (the “General Partner” and such note, the “APC Note”), with Anadarko canceling and retiring such portion of the APC Note and the principal and accrued interest owed thereunder (such transaction, the “Redemption”). In connection with the Redemption, (i) Western Midstream Operating GP, LLC, a wholly owned subsidiary of the Issuer (“WES Operating GP”) and the general partner of Western Midstream Operating, LP (“WES Operating”), caused WES Operating to transfer and assign, on a pro rata basis, the APC Note to WES Operating’s limited partners; (ii) the Issuer caused WES Operating GP to transfer and assign WES Operating GP’s pro rata portion of the APC Note to the Issuer; (iii) AEP transferred 17,221,724 WES Common Units to USH1, (iv) Anadarko acquired 24,313,701 WES Common Units from APCMH, 684,922 WES Common Units from KMC and 2,856,775 WES Common Units from USH1.

As a result of the Redemption, Occidental indirectly holds approximately 51.5% of the issued and outstanding Common Units of the Issuer.

The foregoing description of the Redemption Agreement is qualified in its entirety by reference to the full text of the Redemption Agreement, which is filed as Exhibit U hereto and is incorporated herein by reference.

The description of the Redemption Agreement in Item 4 above is hereby incorporated by reference into this Item 6. A copy of such agreement is included as an exhibit to this filing.

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.