0001304186-18-000012.txt : 20180928 0001304186-18-000012.hdr.sgml : 20180928 20180928170233 ACCESSION NUMBER: 0001304186-18-000012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180928 FILED AS OF DATE: 20180928 DATE AS OF CHANGE: 20180928 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAFU Holdings (QP), L.P. CENTRAL INDEX KEY: 0001638385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36132 FILM NUMBER: 181094827 BUSINESS ADDRESS: STREET 1: 1800 AVENUE OF THE STARS, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 282-7900 MAIL ADDRESS: STREET 1: 1800 AVENUE OF THE STARS, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90067 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 primary_doc.xml PRIMARY DOCUMENT X0306 4 2018-09-28 0 0001581990 PLAINS GP HOLDINGS LP PAGP 0001638385 KAFU Holdings (QP), L.P. 1800 AVENUE OF THE STARS, SUITE 300 LOS ANGELES CA 90067 1 0 0 1 See remaks Class A Shares 2018-09-28 4 A 0 45405 0 A 45405 I See footnotes Class A Shares 2018-09-28 4 J 0 45405 0 D 0 I See footnotes Class A Shares 272288 D Class B Shares/Class A Units/GP Units 0 2018-09-28 4 M 0 45405 0 D Class A Shares 45405 16634621 I See footnotes KAFU Holdings (QP), L.P. ("KAFU") holds Class B shares representing limited partner interests in Plains GP Holdings L.P. (the "Issuer"), an equivalent number of units representing limited liability company interests of the Issuer's general partner ("GP Units"), and an equivalent number of Class A Units representing limited partner interests in Plains AAP, L.P. ("AAP"). The Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A units in AAP together with a like number of Class B shares and GP Units, for a like number of Class A shares of the Issuer. On September 28, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 45,405 Class A Units. Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security. The reported transaction involves an in-kind distribution to redeeming limited partners of KAFU Holdings (QP), L.P. Shared held by KACALP. In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 183,225 Class A units. As a result, such Class A units were cancelled and 183,225 Common Units of Plains All American Pipeline, L.P. were distributed by AAP to KAFU. The number of derivative securities owned reflects both the exchange transaction reported herein and the simultaneous redemption transaction. Bob Sinnott is a director of the managing general partner of the Issuer. Based on the relationship of Mr. Sinnott and the Reporting Persons, the Reporting Persons may be deemed directors by deputization of the Issuer. KAFU Holdings (QP), L.P., is referred to herein as the "Reporting Persons". The filing of this Statement shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security. David Shladovsky 2018-08-28