UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | June 14, 2012 |
Williams Partners L.P.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 1-32599 | 20-2485124 |
|
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| One Williams Center, Tulsa, Oklahoma | 74172-0172 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | (918) 573-2000 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
On June 14, 2012, WGP Gulfstream Pipeline Company, L.L.C. ("WGPG") contributed a one percent membership interest in Gulfstream Natural Gas System, L.L.C. to Williams Partners L.P. (the "Partnership") and in exchange, among other things, WGPG received 238,050 common units from the Partnership. The issuance of the common units was made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.
WILLIAMS PARTNERS L.P.
By: Williams Partners GP LLC,
its General Partner
By: /s/ William H. Gault
William H. Gault
Assistant Corporate Secretary
DATED: June 18, 2012