Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ANADARKO PETROLEUM CORP
  2. Issuer Name and Ticker or Trading Symbol
Western Gas Partners LP [WES]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1201 LAKE ROBBINS DR.
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2014
(Street)

THE WOODLANDS, TX 77380
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 03/03/2014   P   308,490 A $ 60.78 (1) 50,053,824 (1) (2) (3) I See footnotes (1) (2) (3)

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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 Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ANADARKO PETROLEUM CORP
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX 77380
    X    
WESTERN GAS RESOURCES INC
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX 77380
    X    
Western Gas Equity Partners, LP
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX 77380
    X    
Western Gas Equity Holdings, LLC
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX 77380
    X    
ANADARKO MARCELLUS MIDSTREAM, L.L.C.
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX 77380
    X    
Anadarko E&P Onshore LLC
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX 77380
    X    
ANADARKO HOLDING Co
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX 77380
    X    
APC Midstream Holdings, LLC
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX 77380
    X    

Signatures

 /s/ Philip H. Peacock, Authorized Signatory of Anadarko Petroleum Corporation   03/04/2014
**Signature of Reporting Person Date

 /s/ Philip H. Peacock, Authorized Signatory of Western Gas Resources, Inc.   03/04/2014
**Signature of Reporting Person Date

 /s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of the general partner of Western Gas Equity Partners, LP   03/04/2014
**Signature of Reporting Person Date

 /s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of Western Gas Equity Holdings, LLC   03/04/2014
**Signature of Reporting Person Date

 /s/ Philip H. Peacock, Authorized Signatory for Anadarko Marcellus Midstream, L.L.C.   03/04/2014
**Signature of Reporting Person Date

 /s/ Philip H. Peacock, Authorized Signatory for Anadarko E&P Onshore LLC   03/04/2014
**Signature of Reporting Person Date

 /s/ Philip H. Peacock, Authorized Signatory for Anadarko Holding Company   03/04/2014
**Signature of Reporting Person Date

 /s/ Philip H. Peacock, Authorized Signatory for APC Midstream Holdings, LLC   03/04/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On March 3, 2014, as partial consideration for an acquisition of assets from Anadarko Petroleum Corporation ("Anadarko"), Western Gas Partners, LP ("WES") issued 308,490 common units to an indirect wholly owned subsidiary of Anadarko, APC Midstream Holdings, LLC ("AMH"), at $60.78 per unit, pursuant to a Contribution Agreement dated as of February 27, 2014.
(2) As of March 3, 2014, (i) WGP owns 49,296,205 WES common units and 100% of the membership interests in WES's general partner, Western Gas Holdings, LLC, and AMH owns 308,490 WES common units, (ii) Western Gas Resources, Inc. ("WGR") owns (A) all of the membership interests of Western Gas Equity Holdings, LLC ("WGP GP"), the general partner of WGP, (B) 91% of the issued and outstanding limited partner interests in WGP, and (Z) 100% of the membership interests in AMH, (iii) WGP GP owns a 0% noneconomic general partner interest in WGP, and (iv) Anadarko owns all of the issued and outstanding shares of common stock of WGR. Accordingly, WGP GP, WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by WGP, and WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by AMH.
(3) As of March 3, 2014, (i) AMM owns 449,129 WES common units, (ii) Anadarko E&P Onshore LLC ("Anadarko E&P") owns 100% of the membership interests in AMM, (iii) Anadarko Holding Company owns 100% of the member interests in Anadarko E&P, and (iv) Anadarko owns 100% of the member interests in Anadarko Holding Company ("AHC"). Accordingly, Anadarko E&P, AHC and Anadarko may be deemed to be indirect beneficial owners of any securities held by AMM.

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