Filing Details

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Plains GP Holdings, LP ------------------------------------------------ (Name of Issuer) Class A Shares Representing Limited Partner Interests ------------------------------ (Title of Class of Securities) 72651A207 -------------- (CUSIP Number) December 31, 2016 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 72651A207 1. Names of Reporting Persons, I.R.S. Identification Nos. of above persons (entities only): Salient Capital Advisors, LLC: 27-2587653 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization of each Reporting Person: Texas, U.S.A. Number of 5. Sole Voting Power: 4,102,020 Shares Bene- ficially Owned by Each 6. Shared Voting Power: 0 Reporting Person With: 7. Sole Dispositive Power: 4,102,020 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,102,020 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9): 4.07% 12. Type of Reporting Person (See Instructions) IA ITEM 1. (a) Name of Issuer: Plains GP Holdings, LP (b) Address of issuer's Principal Executive Offices 333 Clay Street Suite 1600 Houston, TX 77002ITEM 2. (a) Name of Person Filing Salient Capital Advisors, LLC (b) Address of Principal Business Office or, if none, Residence 4265 San Felipe, 8th Floor Houston, Texas 77027 (c) Citizenship of each Reporting Person: Texas, U.S.A. (d) Title of Class of Securities Class A Shares Representing Limited Partner Interests (e) CUSIP Number 72651A207ITEM 3. If this statement is filed pursuant to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) x An investment adviser in accordance with Sec. 240.13d-1 (b)(1)(ii)(E). (f) An employee benefit plant or endowment fund in accordance with Sec. 140.13d-1(b)(1)(ii)(F). (g) A parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G). (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) Group, in accordance with Sec. 240.13d-1(b)1(ii)(J). ITEM 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 4,102,020 (b) Percent of class: 4.07% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 4,102,020 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 4,102,020 (iv) Shared power to dispose or to direct the disposition of: 0ITEM 9. Notice of Dissolution of Group Not Applicable. ITEM 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Salient Capital Advisors, LLC Date: January 26, 2017 By: /s/ Paul A. Bachtold --------------------------- Paul A. Bachtold Chief Compliance Officer