0001615619-20-000134.txt : 20201120 0001615619-20-000134.hdr.sgml : 20201120 20201120164425 ACCESSION NUMBER: 0001615619-20-000134 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201118 FILED AS OF DATE: 20201120 DATE AS OF CHANGE: 20201120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAYMOND JOHN T CENTRAL INDEX KEY: 0001186173 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36132 FILM NUMBER: 201333065 MAIL ADDRESS: STREET 1: THE ENERGY & MINERALS GROUP STREET 2: 811 MAIN STREET, SUITE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PLAINS GP HOLDINGS LP CENTRAL INDEX KEY: 0001581990 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 CLAY ST STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-646-4100 MAIL ADDRESS: STREET 1: 333 CLAY ST STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2020-11-18 0001581990 PLAINS GP HOLDINGS LP PAGP 0001186173 RAYMOND JOHN T 2229 SAN FELIPE STREET SUITE 1300 HOUSTON TX 77019 1 0 0 0 Class A Shares 2020-11-18 4 J 0 6220955 A 6220955 I See Footnote Class A Shares 2020-11-18 4 S 0 6220955 8.05 D 0 I See Footnote Class A Shares 250531 D Class A Units/Class B Shares/GP Units 2020-11-18 4 J 0 6220955 D Class A Shares 6220955 0 I See Footnote Class A Units/Class B Shares/GP Units Class A Shares 3183216 3183216 I See Footnote Class A Units/Class B Shares/GP Units Class A Shares 8275520 8275520 D Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, including EMG Investment, LLC ("EMG") and the Reporting Person, 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 November 18, 2020, EMG elected to exchange 6,220,955 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. EMG has agreed to sell the Class A Shares received pursuant to such election to exchange in a single transaction exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $8.05 per Class A Share. Following the completion of such sale, 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 solely because the Reporting Person may be deemed to beneficially own such Class A Shares, Class A Units, Class B Shares and GP Units as a result of his status as the Chief Executive Officer of the designated manager of EMG. The Reporting Person disclaims beneficial ownership of the securities held by EMG except to the extent of his pecuniary interest therein. Beneficial ownership of the Class A Units, Class B Shares and GP Units referred to herein is being reported hereunder because the Reporting Person beneficially owns such Class A Units, Class B Shares and GP Units as a result of his ownership of Lynx Holdings I, LLC. /s/ John T. Raymond 2020-11-20