SEC Form 4 · accession 0001237769-16-000038
PLAINS GP HOLDINGS LP · PAGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark J Gorman
Officer — EVP-Operations & Bus. Devel
Period of report
Feb 5, 2016
Accepted (ET)
Feb 9, 2016 · 4:57 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 B Shares representing limited partner interestsF1,F2 | holding | — | — | — | 43,672 | I | see footnotes | |
| Units in PAA GP Holdings LLCF1,F2 | holding | — | — | — | 43,672 | 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.PF4 | $0.00 | Feb 5, 2016 | M | 2,867,092 | D | Dec 31, 2015 | — | Class B Shares/Class A Units of Plains AAP, L.P. | 2,689,707 | 0 | D |
| Class A Units in Plains AAP, L.P.F4 | $0.00 | Feb 5, 2016 | M | 2,689,707 | A | Dec 31, 2015 | — | Class A Shares | 2,689,707 | 2,689,707 | D |
| Class B Shares representing limited partner interestsF4 | $0.00 | Feb 5, 2016 | M | 2,689,707 | A | Dec 31, 2015 | — | Class A Shares | 2,689,707 | 2,689,707 | D |
| Class A Units in Plains AAP, L.P.F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Shares | 43,672 | 43,672 | I |
Explanation of responses
- F1The 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 Plains GP Holdings, L.P. (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 Plains AAP, L.P. ("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 (the "Class A Units"), together with a like number of Class B shares of the Issuer (the "Class B shares") and units of the Issuer's general partner (the "GP Units"), for Class A shares of the Issuer on a one-for-one basis.
- F2The 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.
- F3Pursuant to the limited partnership agreement of 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 and Class B shares, at the then applicable conversion ratio. On 2/5/2016 the Reporting Person exercised his right to convert 2,867,092 Class B Units into 2,689,707 Class A Units and 2,689,707 Class B shares, at the current conversion ratio of 0.938.
- F4Pursuant to the limited partnership agreement of AAP, the right to convert Class B Units into Class A Units does not expire.