SEC Form 4 · accession 0001237769-15-000022
PLAINS GP HOLDINGS LP · PAGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard K. McGee
Officer — EVP, General Counsel & Sec.
Period of report
Sep 3, 2015
Accepted (ET)
Sep 8, 2015 · 6:25 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 A Units in Plains AAP, L.P.F3,F4,F1,F2 | $0.00 | Sep 3, 2015 | P | 39,248 | A | — | — | Class A Shares | 39,248 | 39,248 | I |
Explanation of responses
- F1The Reporting Person holds an indirect ownership interest in Plains GP Holdings, L.P. (the "Issuer") through his ownership in PAA Management, L.P. ("PAA Management"). PAA Management owns 21,835,922 Class B shares of the Issuer (the "Class B Shares").
- F2The limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner of AAP, including PAA Management, has the right, at any time and from time to time, to immediately exchange (the "Exchange Right") its Class A Units in AAP (the "AAP Units"), together with a like number of Class B shares and units of the Issuer's general partner (the "GP Units"), for Class A shares of the Issuer (the "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 owned by PAA Management that are exchangeable for an equivalent number of Class A shares.
- F3On September 3, 2015, the Reporting Person purchased a 0.179742% membership interest in PAA Management LLC, the general partner of PAA Management, and a 0.17794458% limited partnership interest in PAA Management, for an aggregate purchase price of $527,869. As a member of PAA Management LLC, Reporting Person may be deemed to be a beneficial owner of the interests held by PAA Management.
- F4The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.