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*
Bourne Robert W.

(Last) (First) (Middle)
9950 WOODLOCH FOREST DR.

(Street)
THE WOODLANDS TX 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 Commercial Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2024
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)
Code V Amount (A) or (D) Price
Common Units representing limited partner interests 05/15/2024 P 1,353.873(1) A $37.249 130,624.873 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2022 Phantom Units (2) (3) (3) Common Units representing limited partner interests 5,781 5,781 D
2022 Performance Unit - ROA (4) 02/12/2025 02/12/2025 Common Units representing limited partner interests 8,671 8,671 D
2022 Performance Unit - TUR (4) 02/12/2025 02/12/2025 Common Units representing limited partner interests 8,671 8,671 D
2023 Phantom Units (5) (6) 02/12/2026 Common Units representing limited partner interests 21,638 21,638 D
2023 Performance Unit - ROA (4) 02/12/2026 02/12/2026 Common Units representing limited partner interests 16,228 16,228 D
2023 Performance Unit - TUR (4) 02/12/2026 02/12/2026 Common Units representing limited partner interests 16,228 16,228 D
2024 Phantom Units (5) (6) 02/12/2027 Common Units representing limited partner interests 44,819 44,819 D
2024 Performance Unit - ROA (4) 02/12/2027 02/12/2027 Common Units representing limited partner interests 22,409 22,409 D
2024 Performance Unit - TUR (4) 02/12/2027 02/12/2027 Common Units representing limited partner interests 22,409 22,409 D
Explanation of Responses:
1. Units acquired under WES's distribution reinvestment plan.
2. Each Phantom Unit is the economic equivalent of one WES Common Unit representing limited partnership interests, and upon vesting, entitled to receive a common unit
3. The phantom units vest in three annual installments beginning one year after the date of grant, and will pay distribution equivalent rights prior to vesting in the form of WES Common Units.
4. 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.
5. 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.
6. 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.
Remarks:
/s/ Philip C. Neisel, as attorney-in-fact 05/16/2024
** 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).
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 Number.

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