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Filing Details

Accession Number:: 0001237769-16-000040
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-02-10 19:14:03
Reporting Period:: 2016-02-10

Filing Date:: 2016-02-10
Accepted Time:: 2016-02-10 19:14:03
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1581990	Plains Gp Holdings Lp	PAGP	Pipe Lines (No Natural Gas) (4610)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1217250	N Harry Pefanis	333 Clay Street, # 1600 Houston TX 77002	President & Coo	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Shares Representing Limited Partner Interests	Acquisiton	2016-02-10	469,065	$0.00	469,065	No	4	M	Direct
Class A Shares Representing Limited Partner Interests	Acquisiton	2016-02-10	20,000	$5.75	489,065	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Shares/Class A Units Of Plains Aap, L.p.	Class B Units in Plains AAP, L.P.	Disposition	2016-02-10	500,000	$0.00	469,065	$0.00
Class A Shares	Class A Units in Plains AAP, L.P.	Acquisiton	2016-02-10	469,065	$0.00	469,065	$0.00
Class A Shares	Class B Shares representing limited partner interests	Acquisiton	2016-02-10	469,065	$0.00	469,065	$0.00
Class A Shares	Class A Units in Plains AAP, L.P.	Disposition	2016-02-10	469,065	$0.00	469,065	$0.00
Class A Shares	Class B Shares representing limited partner interests	Disposition	2016-02-10	469,065	$0.00	469,065	$0.00

Remaning Holdings	Exercise Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
7,319,344	2015-12-31	No	4	M	Direct
469,065	2015-12-31	No	4	M	Direct
469,065	2015-12-31	No	4	M	Direct
0	2015-12-31	No	4	M	Direct
0	2015-12-31	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class B Shares Representing Limited Partner Interests	3,146,764	Indirect	see footnotes
Units In Paa Gp Holdings Llc	3,146,764	Indirect	see footnotes

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Shares	Class A Units in Plains AAP, L.P.	$0.00			3,146,764	3,146,764	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	3,146,764	3,146,764	Indirect

Footnotes

Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), after December 31, 2015, a holder of vested Class B Units of AAP (the "Class B Units") may convert, from time to time, such Class B Units into an equal number of Class A Units of AAP (the "Class A Units") and Class B shares (the "Class B shares") of Plains GP Holdings, L.P. (the "Issuer"), at the then applicable conversion ratio. On 2/10/2016 the Reporting Person exercised his right to convert 500,000 Class B Units into 469,065 Class A Units and 469,065 Class B shares, at the current conversion ratio of 0.938.
Pursuant to the limited partnership agreement of AAP, upon conversion of Class B Units into Class A Units and Class B shares, the Class A Units and Class B shares are then together exchangeable for an equal number of Class A shares of the Issuer (the "Class A shares"). On 2/10/2016, the Reporting Person elected to exchange 469,065 Class A Units and 469,065 Class B shares for 469,065 Class A shares.
Reflects the weighted average purchase price for the Class A shares. These shares were purchased in multiple transactions at prices ranging from $5.73 to $5.78, inclusive. The reporting person will provide upon request by the SEC staff, the issuer or any security holder of the issuer, full information regarding the number of shares purchased at each separate price.
The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, L.P. ("PAA Management"). As of the date of this Form 4, the Reporting Person holds an indirect ownership interest in the Issuer through his ownership in PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The limited partnership agreement of AAP provides that each limited partner of AAP, including PAA Management, will have the right, at any time and from time to time, to exchange (the "Exchange Right") its Class A Units in AAP, together with a like number of Class B shares and units of the Issuer's general partner (the "GP Units"), for Class A shares on a one-for-one basis.
The Exchange Right does not expire and may be settled in cash at the option of the Issuer. As such, the Reporting Person may not be deemed to beneficially own the Class A shares reported herein. The number of Class A shares included in the table above represents the number of Class B shares, Class A Units and GP Units owned by PAA Management that are exchangeable for an equivalent number of Class A shares. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.
Pursuant to the limited partnership agreement of AAP, the rights to (a) convert Class B Units into Class A Units and Class B shares and (b) exchange Class A Units and Class B shares (acquired in a conversion from Class B Units) for Class A shares do not expire.