SEC Form 4 · accession 0001237769-16-000029
PLAINS GP HOLDINGS LP · PAGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Phil D Kramer
Officer — Exec. Vice President
Period of report
Jan 4, 2016
Accepted (ET)
Jan 6, 2016 · 6:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001581990
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Shares representing limited partner interests | Jan 4, 2016 | M | 1,711,632 | $0.00 | A | 1,711,632 | D | |
| Class B Shares representing limited partner interestsF3,F4 | holding | — | — | — | 2,080,162 | I | see footnotes | |
| Units in PAA GP Holdings LLCF3,F4 | holding | — | — | — | 2,080,162 | I | see footnotes |
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.F5 | $0.00 | Jan 4, 2016 | M | 1,824,513 | D | Dec 31, 2015 | — | Class B Shares/Class A Shares of Plains AAP, L.P. | 1,711,632 | 0 | D |
| Class A Units in Plains AAP, L.P.F5 | $0.00 | Jan 4, 2016 | M | 1,711,632 | A | Dec 31, 2015 | — | Class A Shares | 1,711,632 | 1,711,632 | D |
| Class B Shares representing limited partner interestsF5 | $0.00 | Jan 4, 2016 | M | 1,711,632 | A | Dec 31, 2015 | — | Class A Shares | 1,711,632 | 1,711,632 | D |
| Class A Units in Plains AAP, L.P.F5 | $0.00 | Jan 4, 2016 | M | 1,711,632 | D | Dec 31, 2015 | — | Class A Shares | 1,711,632 | 0 | D |
| Class B Shares representing limited partner interestsF5 | $0.00 | Jan 4, 2016 | M | 1,711,632 | D | Dec 31, 2015 | — | Class A Shares | 1,711,632 | 0 | D |
| Class A Units in Plains AAP, L.P.F3,F4 | $0.00 | holding | — | — | — | — | — | Class A Shares | 2,080,162 | 2,080,162 | I |
Explanation of responses
- F1Pursuant 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 1/4/2016 the Reporting Person exercised his right to convert 1,824,513 Class B Units into 1,711,632 Class A Units and 1,711,632 Class B shares, at the current conversion ratio of 0.938.
- F2Pursuant 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 1/4/2016, the Reporting Person elected to exchange 1,711,632 Class A Units and 1,711,632 Class B shares for 1,711,632 Class A shares.
- F3The 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.
- F4The 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.
- F5Pursuant 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.