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 *
WILLIAMS COMPANIES INC
  2. Issuer Name and Ticker or Trading Symbol
WILLIAMS PARTNERS L.P. [WPZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ONE WILLIAMS CENTER
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2016
(Street)

TULSA, OK 74172
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 08/26/2016   A   6,975,446 (1) A $ 35.84 (1) 346,639,534 D (2)  

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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
WILLIAMS COMPANIES INC
ONE WILLIAMS CENTER
TULSA, OK 74172
  X   X    
WILLIAMS GAS PIPELINE CO LLC
ONE WILLIAMS CENTER
TULSA, OK 74172
  X   X    

Signatures

 /s/ Cher S. Lawrence, Attorney-in-fact   08/30/2016
**Signature of Reporting Person Date

 Cher S. Lawrence, Attorney-in-fact   08/30/2016
**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 August 26, 2016, pursuant to a private placement agreement, The Williams Companies, Inc. ("Williams") purchased 6,975,446 common units from Williams Partners L.P. ("Partnership") at a cost per common unit of $35.84, which is equal to the average of the high and low trading prices of the Partnership's common units on the NYSE for each of the five trading days from August 19 to August 25, 2016, less a discount of 2.5% per common unit, which price per common unit was calculated using the same method and discount that initially will be used to determine the price of the common units pursuant to the Partnership's anticipated distribution re-investment plan.
(2) The Williams Companies, Inc. indirectly beneficially owns (a) 346,639,534 Common Units held by Williams Gas Pipeline Company, LLC ("WGP"), a wholly owned subsidiary of Williams (b) the incentive distribution rights in the Partnership (c) the 2% general partner interest in the Partnership, and (d) 16,314,835 Class B Units held by WGP, which is all of the Class B Units outstanding.

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