Edgar Filing: CHAPPEL DONALD R

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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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3235-0362

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1. Name and Address of Reporting Person ^*

CHAPPEL DONALD R

2. Issuer Name and Ticker or Trading Symbol
WILLIAMS COMPANIES INC [WMB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr. Vice President & CFO

(Last)

(First)

(Middle)

ONE WILLIAMS CENTER

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011

(Street)

TULSA,Â OKÂ 74172

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting
(check applicable line)
_X_ Form Filed by One Reporting Person
___ 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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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 control number.

SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units ⁽¹⁾

$ 10.86

12/14/2011

16,705

02/23/2012⁽²⁾

02/23/2012

Common Stock

16,705

⁽³⁾

286,929

Restricted Stock Units ⁽¹⁾

$ 21.22

12/14/2011

8,021

02/23/2013⁽²⁾

02/23/2013

Common Stock

8,021

⁽³⁾

294,950

Restricted Stock Units ⁽¹⁾

$ 29.73

12/14/2011

6,130

02/24/2014⁽²⁾

02/24/2014

Common Stock

6,130

⁽³⁾

301,080

Restricted Stock Units ⁽¹⁾

$ 10.86

12/14/2011

16,705

02/23/2012

Common Stock

16,705

⁽³⁾

317,785

Restricted Stock Units ⁽¹⁾

$ 21.22

12/14/2011

8,021

02/23/2013

Common Stock

8,021

⁽³⁾

325,806

Restricted Stock Units ⁽¹⁾

$ 29.73

12/14/2011

6,130

02/24/2014

Common Stock

6,130

⁽³⁾

331,936

Stock Options (Employee Right to Buy) ⁽⁴⁾

$ 4.16

12/14/2011

114

01/22/2004

04/16/2013

Common Stock

114

$ 4.16

664,404

Stock Options (Employee Right to Buy) ⁽⁴⁾

$ 4.16

12/14/2011

152

04/16/2006

04/16/2013

Common Stock

152

$ 4.16

664,556

Stock Options (Employee Right to Buy) ⁽⁴⁾

$ 8.09

12/14/2011

02/05/2005

02/05/2014

Common Stock

$ 8.09

664,593

Stock Options (Employee Right to Buy) ⁽⁴⁾

$ 8.09

12/14/2011

02/05/2006

02/05/2014

Common Stock

$ 8.09

664,630

Stock Options (Employee Right to Buy) ⁽⁴⁾

$ 8.09

12/14/2011

02/05/2007

02/05/2014

Common Stock

$ 8.09

664,669

Stock Options (Employee Right to Buy) ⁽⁴⁾

$ 15.71

12/14/2011

02/25/2006

02/25/2015

Common Stock

$ 15.71

664,696

Stock Options (Employee Right to Buy) ⁽⁴⁾

$ 15.71

12/14/2011

02/25/2007

02/25/2015

Common Stock

$ 15.71

664,723

Stock Options (Employee Right to Buy) ⁽⁴⁾

$ 15.71

12/14/2011

02/25/2008

02/25/2015

Common Stock

$ 15.71

664,752

Stock Options (Employee Right to Buy) ⁽⁴⁾

$ 17.65

12/14/2011

9,574

Â ⁽⁵⁾

03/03/2016

Common Stock

9,574

$ 17.65

674,326

Stock Options (Employee Right to Buy) ⁽⁴⁾

$ 23.04

12/14/2011

11,065

Â ⁽⁶⁾

02/26/2017

Common Stock

11,065

$ 23.04

685,391

Stock Options (Employee Right to Buy) ⁽⁴⁾

$ 29.72

12/14/2011

11,595

Â ⁽⁷⁾

02/25/2018

Common Stock

11,595

$ 29.72

696,986

Stock Options (Employee Right to Buy) ⁽⁴⁾

$ 8.85

12/14/2011

25,236

Â ⁽⁸⁾

02/23/2019

Common Stock

25,236

$ 8.85

722,222

Stock Options (Employee Right to Buy) ⁽⁴⁾

$ 17.28

12/14/2011

13,265

Â ⁽⁹⁾

02/23/2020

Common Stock

13,265

$ 17.28

735,487

Stock Options (Employee Right to Buy) ⁽⁴⁾

$ 24.21

12/14/2011

11,320

Â ⁽¹⁰⁾

02/24/2021

Common Stock

11,320

$ 24.21

746,807

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CHAPPEL DONALD R ONE WILLIAMS CENTER TULSA,Â OKÂ 74172	Â	Â	Â Sr. Vice President & CFO	Â

Signatures

Cher S. Lawrence, Attorney-in-Fact for Mr. Donald R. Chappel		02/14/2012
^**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 anti-dilution provisions of this grant, the number of shares underlying the award was adjusted in conjunction with the Issuer's legal and structural separation of WPX Energy, Inc., in an exempt transaction pursuant to Rule 16a-9. The terms of adjustment were approved by the Issuer's Board of Directors.
(2)	Vesting is subject to applicable grant agreement and compensation committee certification that the Company has met the three year performance measure. The specific performance measure will be based on total shareholder return with absolute and relative dependent measures.
(3)	1-for-1
(4)	Pursuant to anti-dilution provisions of this grant, the exercise price and the number of shares subject to it were adjusted in conjunction with the Issuer's legal and structural separation of WPX Energy, Inc., in an exempt transaction pursuant to Rule 16a-9. The terms of adjustment were approved by the Issuer's Board of Directors.
(5)	Stock option grant is excersable in 1/3 increments over 3 years: 3191 on 03/03/2007, 3191 on 03/03/2008, and 3192 on 03/03/2009.
(6)	Stock Option grant is excercisable in 1/3 increments over a three year period: 3688 on 02/26/2008, 3688 on 02/26/2009, and 3689 on 02/26/2010.
(7)	Stock Option grant is excercisable in 1/3 increments over a three year period: 3865 on 02/25/2009, 3865 on 02/25/2010, and 3865 on 02/25/2011.
(8)	Stock Option grant is excercisable in 1/3 increments over a three year period: 8412 on 02/23/2010, 8412 on 02/23/2011, and 8412 on 02/23/2012.
(9)	Stock Option grant is excercisable in 1/3 increments over a three year period: 4421 on 2/23/2011, 4422 on 2/23/2012, and 4422 on 02/23/2013.
(10)	Stock Option grant is excercisable in 1/3 increments over a three year period: 3773 on 2/24/2012, 3773 on 2/24/2013, and 3774 on 2/24/2014.

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