Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shults Kristen S.

(Last)

(First)

(Middle)

9950 WOODLOCH FOREST DR.

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Western Midstream Partners, LP [ WES ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units representing limited partner interests	02/12/2024		M		3,125	A	$0	26,354	D
Common Units representing limited partner interests	02/12/2024		F		1,324	D	$28.8	25,030	D
Common Units representing limited partner interests	02/12/2024		M		15,511	A	$0	40,541	D
Common Units representing limited partner interests	02/12/2024		F		6,105	D	$28.8	34,436	D
Common Units representing limited partner interests	02/12/2024		M		10,818	A	$0	45,254	D
Common Units representing limited partner interests	02/12/2024		F		4,257	D	$28.8	40,997	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2021 Phantom Units	⁽¹⁾	02/12/2024		M			3,125	⁽²⁾	⁽²⁾	Common Units representing limited partner interests	3,125	$0	0	D
2022 Phantom Units	⁽¹⁾	02/12/2024		M			15,511	⁽²⁾	⁽²⁾	Common Units representing limited partner interests	15,511	$0	15,511	D
2023 Phantom Units	⁽¹⁾	02/12/2024		M			10,818	⁽²⁾	02/12/2026	Common Units representing limited partner interests	10,818	$0	21,638	D
2024 Phantom Units	⁽¹⁾	02/13/2024		A		44,819		⁽²⁾	02/12/2027	Common Units representing limited partner interests	44,819	$0	44,819	D
2024 Performance Unit - ROA	⁽³⁾	02/13/2024		A		22,409		02/12/2027	02/12/2027	Common Units representing limited partner interests	22,409	$0	22,409	D
2024 Performance Unit - TUR	⁽³⁾	02/13/2024		A		22,409		02/12/2027	02/12/2027	Common Units representing limited partner interests	22,409	$0	22,409	D
2023 Performance Unit - ROA	⁽³⁾							02/12/2026	02/12/2026	Common Units representing limited partner interests	16,228		16,228	D
2023 Performance Unit - TUR	⁽³⁾							02/12/2026	02/12/2026	Common Units representing limited partner interests	16,228		16,228	D
2022 Performance Unit - ROA	⁽³⁾							02/12/2025	02/12/2025	Common Units representing limited partner interests	10,838		10,838	D
2022 Performance Unit - TUR	⁽³⁾							02/12/2025	02/12/2025	Common Units representing limited partner interests	10,838		10,838	D

Explanation of Responses:

1. Each Phantom Unit is the economic equivalent of one WES Common Unit representing limited partnership interests, and upon vesting, will entitle the holder to receive a common unit or, at the discretion of the Board of Directors of the General Partner, cash equal to the Fair Market Value of a Common Unit.

2. These Phantom Units vest ratably over a three-year period on February 12th of each year, and will pay distribution equivalent rights in cash on a current basis.

3. Each performance-based unit represents the right to receive, following vesting, between 0% and 200% of one WES Common Unit based upon the achievement of pre-established performance metrics over a 3-year performance period.

Remarks:

	/s/ Philip C. Neisel, as attorney-in-fact	02/14/2024
	** 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).
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