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Filing Details

Accession Number:: 0001104659-19-032153
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-05-28 21:41:18
Reporting Period:: 2019-05-23

Accepted Time:: 2019-05-28 21:41:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1581990	Plains Gp Holdings Lp	PAGP	()	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1507562	Emg Investment, Llc	C/O The Energy &Amp; Minerals Group, Lp 2229 San Felipe Street, Suite 1300 Houston TX 77019		No	No	No	Yes
1576089	Ngp Mr Management, Llc	C/O The Energy &Amp; Minerals Group, Lp 2229 San Felipe Street, Suite 1300 Houston TX 77019		No	No	No	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Shares	Acquisiton	2019-05-28	7,328,291	$0.00	7,328,291	No	4	J	Direct
Class A Shares	Disposition	2019-05-28	7,328,291	$23.10	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Shares	Class A Units/Class B Shares/GP Units	Disposition	2019-05-23	4,013,478	$0.00	4,013,478	$0.00
Class A Shares	Class A Units/Class B Shares/GP Units	Disposition	2019-05-23	19,890,113	$0.00	19,890,113	$0.00
Class A Shares	Class A Units/Class B Shares/GP Units	Disposition	2019-05-28	15,507,575	$0.00	15,507,575	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
41,618,643	No	4	J	Direct
21,728,530	No	4	J	Direct
6,220,955	No	4	J	Direct

Footnotes

Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, including EMG Investment, LLC ("EMG"), has the right, at any time and from time to time, to immediately exchange (the "Exchange Right") its Class A Units ("Class A Units") in AAP, together with a like number of Class B shares representing limited partner interests ("Class B Shares") in Plains GP Holdings, L.P. (the "Issuer") and Units ("GP Units") in PAA GP Holdings LLC, for Class A shares representing limited partner interests ("Class A Shares") in the Issuer on a one-for-one basis. The Exchange Right does not expire and may be settled in cash by AAP.
On May 23, 2019, in lieu of exercising the Exchange Right, EMG redeemed, in accordance with its right pursuant to the limited partnership agreement of AAP (the "Redemption Right"), 4,013,478 Class A Units for common units ("PAA Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares and GP Units to the Issuer. Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the PAA Common Units received in such redemption. Each member receiving such PAA Common Units is bound by a lock-up, which restricts the sale of such PAA Common Units
(i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the PAA Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the PAA Common Units distributed to such Member prior to the 181st day following the date of redemption.
On May 23, 2019, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, bundled interests comprising Class A Units, Class B Shares and GP Units. Pursuant to the limited partnership agreement of AAP, the members to whom such bundled interests were transferred will have an Exchange Right and a Redemption Right with respect thereto. Each member receiving such bundled interests is bound by a lock-up, which restricts the sale of PAA Common Units or Class A Shares into which such bundled interests are convertible (i) in any amount prior to the 61st day following the date of redemption,
(ii) in an amount exceeding 1/3 of the PAA Common Units or Class A Shares into which the bundled interests distributed to such Member are convertible prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the PAA Common Units or Class A Shares into which the bundled interests distributed to such Member are convertible prior to the 181st day following the date of redemption.
On May 28, 2019, EMG elected to exchange 7,328,291 Class A Units, together with a like number of Class B Shares and GP Units, for Class A Shares on a one-for-one basis pursuant to the Exchange Right. In addition, in lieu of exercising the Exchange Right, EMG requested redemption of 8,179,284 Class A Units in exchange for PAA Common Units on a one-for-one basis pursuant to its Redemption Right. EMG has agreed to sell the Class A Shares and PAA Common Units it will receive pursuant to such election to exchange and request for redemption in multiple transactions exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $23.10 per Class A Share or PAA Common Unit, as applicable. Following the completion of such sales, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.
Beneficial ownership of the Class A Shares, Class A Units, Class B Shares and GP Units referred to herein is being reported hereunder by NGP MR Management, LLC solely because NGP MR Management, LLC may be deemed to beneficially own such Class A Shares, Class A Units, Class B Shares and GP Units as a result of its status as the designated manager of EMG. NGP MR Management, LLC disclaims beneficial ownership of the securities held by EMG except to the extent of its pecuniary interest therein.