SEC Form 4 · accession 0001237769-16-000040
PLAINS GP HOLDINGS LP · PAGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Harry N Pefanis
Officer — President & COO
Period of report
Feb 10, 2016
Accepted (ET)
Feb 10, 2016 · 7:14 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 | Feb 10, 2016 | M | 469,065 | $0.00 | A | 469,065 | D | |
| Class A Shares representing limited partner interestsF3 | Feb 10, 2016 | P | 20,000 | $5.7495 | A | 489,065 | D | |
| Class B Shares representing limited partner interestsF4,F5 | holding | — | — | — | 3,146,764 | I | see footnotes | |
| Units in PAA GP Holdings LLCF4,F5 | holding | — | — | — | 3,146,764 | 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.F6 | $0.00 | Feb 10, 2016 | M | 500,000 | D | Dec 31, 2015 | — | Class B Shares/Class A Units of Plains AAP, L.P. | 469,065 | 7,319,344 | D |
| Class A Units in Plains AAP, L.P.F6 | $0.00 | Feb 10, 2016 | M | 469,065 | A | Dec 31, 2015 | — | Class A Shares | 469,065 | 469,065 | D |
| Class B Shares representing limited partner interestsF6 | $0.00 | Feb 10, 2016 | M | 469,065 | A | Dec 31, 2015 | — | Class A Shares | 469,065 | 469,065 | D |
| Class A Units in Plains AAP, L.P.F6 | $0.00 | Feb 10, 2016 | M | 469,065 | D | Dec 31, 2015 | — | Class A Shares | 469,065 | 0 | D |
| Class B Shares representing limited partner interestsF6 | $0.00 | Feb 10, 2016 | M | 469,065 | D | Dec 31, 2015 | — | Class A Shares | 469,065 | 0 | D |
| Class A Units in Plains AAP, L.P.F4,F5 | $0.00 | holding | — | — | — | — | — | Class A Shares | 3,146,764 | 3,146,764 | 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 2/10/2016 the Reporting Person exercised his right to convert 500,000 Class B Units into 469,065 Class A Units and 469,065 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 2/10/2016, the Reporting Person elected to exchange 469,065 Class A Units and 469,065 Class B shares for 469,065 Class A shares.
- F3Reflects the weighted average purchase price for the Class A shares. These shares were purchased in multiple transactions at prices ranging from $5.73 to $5.78, inclusive. The reporting person will provide upon request by the SEC staff, the issuer or any security holder of the issuer, full information regarding the number of shares purchased at each separate price.
- F4The 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.
- F5The 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.
- F6Pursuant 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.