SEC Form 4 · accession 0001237769-15-000020
PLAINS GP HOLDINGS LP · PAGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Willie CW Chiang
Officer — EVP & COO (U.S.)
Period of report
Aug 24, 2015
Accepted (ET)
Aug 25, 2015 · 5:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001581990
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Units in Plains AAP, L.P.F1,F2 | $0.00 | Aug 24, 2015 | A | 1,000,000 | A | — | — | Class A Shares | 936,548 | 1,000,000 | D |
Explanation of responses
- F1The Class B Units in Plains AAP, L.P. represent a profits interest. The Class B Units become earned (entitled to receive distributions) in 25% increments upon payment by Plains All American Pipeline, L.P. ("PAA") of annualized quarterly distributions of $2.90, $3.15, $3.30 and $3.50 per PAA common unit, respectively. The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to December 31, 2022. If Reporting Person remains employed after such date or his employment is terminated under certain circumstances prior to December 31, 2018, the Class B Units will be deemed to have vested.
- F2After December 31, 2015, Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor (which conversion factor will not be more than 1:1 and was approximately 0.937:1 as of the date hereof). Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.