0001237769-16-000031.txt : 20160107 0001237769-16-000031.hdr.sgml : 20160107 20160107192246 ACCESSION NUMBER: 0001237769-16-000031 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160105 FILED AS OF DATE: 20160107 DATE AS OF CHANGE: 20160107 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Swanson Al CENTRAL INDEX KEY: 0001292270 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36132 FILM NUMBER: 161331208 MAIL ADDRESS: STREET 1: 333 CLAY STREET, # 1600 CITY: HOUSTON STATE: TX ZIP: 77002 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-01-05 0001581990 PLAINS GP HOLDINGS LP PAGP 0001292270 Swanson Al 333 CLAY ST., # 1600 HOUSTON TX 77002 0 1 0 0 Executive VP & CFO Class A Shares representing limited partner interest 2016-01-07 4 M 0 1000000 0 A 1000000 D Class B Shares representing limited partner interests 1154716 I see footnotes Units in PAA GP Holdings LLC 1154716 I see footnotes Class B Units in Plains AAP, L.P. 0 2016-01-05 4 M 0 2606448 0 D 2015-12-31 Class B Shares/Class A Units of Plains AAP, L.P. 2445189 0 D Class A Units in Plains AAP, L.P. 0 2016-01-05 4 M 0 2445189 0 A 2015-12-31 Class A Shares 2445189 2445189 D Class B Shares representing limited partner interests 0 2016-01-05 4 M 0 2445189 0 A 2015-12-31 Class A Shares 2445189 2445189 D Class A Units in Plains AAP, L.P. 0 2016-01-07 4 M 0 1000000 0 D 2015-12-31 Class A Shares 1000000 1445189 D Class B Shares representing limited partner interests 0 2016-01-07 4 M 0 1000000 0 D 2015-12-31 Class A Shares 1000000 1445189 D Class A Units in Plains AAP, L.P. 0 Class A Shares 1154716 1154716 I see 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 1/5/2016 the Reporting Person exercised his right to convert 2,606,448 Class B Units into 2,445,189 Class A Units and 2,445,189 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 1/7/2016, the Reporting Person elected to exchange 1,000,000 Class A Units and 1,000,000 Class B shares for 1,000,000 Class A shares. 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. /s/ Al Swanson 2016-01-07