Edgar Filing: WILLIAMS COMPANIES INC

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
APCO OIL & GAS INTERNATIONAL INC [APAGF]

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)

ONE WILLIAMS CENTER,

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2011

(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
Ordinary Shares	06/30/2011		J⁽¹⁾		20,301,592	D	⁽¹⁾	0	I	See footnote ⁽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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Shares

⁽³⁾

06/30/2011

J⁽¹⁾

20,301,592

⁽³⁾

⁽⁴⁾

Ordinary shares

20,301,592

⁽¹⁾

20,301,592

See footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WILLIAMS COMPANIES INC ONE WILLIAMS CENTER TULSA, OK 74172		X
Williams Global Energy (Cayman) Ltd UGLAND HOUSE SOUTH CHURCH STREET GEORGE TOWN, E9 KY1-1104		X

Signatures

La Fleur C. Browne, Corporate Secretary, The Williams Companies, Inc.		07/01/2011
^**Signature of Reporting Person		Date
La Fleur C. Browne, Secretary, Williams Global Energy (Cayman) Ltd		07/01/2011
^**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)	Pursuant to a recapitalization of Apco Oil and Gas International Inc. (the "Company"), each ordinary share in the Company that was held by Williams Global Energy (Cayman) Limited ("Williams Global Energy") was exchanged for one Class A Share of the Company (the "Exchange"). The Exchange was made on a one-for-one basis, and no other consideration was given to or paid by Williams Global Energy in connection with the Exchange.
(2)	The Williams Companies, Inc. ("Williams") indirectly owns 100% of Williams Global Energy, and therefore indirectly beneficially owns the Class A Shares directly owned by Williams Global Energy.
(3)	Each Class A Share will automatically convert into one ordinary share of the Company in the event that neither Williams nor WPX Energy, Inc., another wholly-owned subsidiary of Williams, beneficially owns, separately or in the aggregate, directly or indirectly, at least 50 percent of the aggregate outstanding Class A Shares and ordinary shares of the Company.
(4)	The Class A Shares do not have an expiration date.

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