SEC Form 4 · accession 0001237769-16-000047
PLAINS GP HOLDINGS LP · PAGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Greg L Armstrong
Officer — Chairman of the Board & CEO · Director
Period of report
Jul 11, 2016
Accepted (ET)
Jul 13, 2016 · 5:19 pm EDT
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 | holding | — | — | — | 1,200,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B UnitsF2 | $0.00 | Jul 11, 2016 | M | 10,425,791 | D | Dec 31, 2015 | — | Class B Shares/Class A Units | 9,814,127 | 0 | D |
| Class B Shares/Class A UnitsF2 | $0.00 | Jul 11, 2016 | M | 9,814,127 | A | Dec 31, 2015 | — | Class A Shares | 9,814,127 | 9,814,127 | D |
| Class B Shares/Class A Units/GP UnitsF3,F4 | $0.00 | holding | — | — | — | — | — | Class A Shares | 5,517,293 | 5,517,293 | 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 Class A Units in AAP (the "Class A Units") and Class B shares (the "Class B shares") of Plains GP Holdings, L.P. (the "Issuer"), in each case at the then applicable conversion ratio. Effective on 7/11/2016, based on the current conversion ratio of 0.941, the Reporting Person converted 10,425,791 of vested Class B Units into 9,814,127 Class A Units and 9,814,127 Class B shares.
- F2Pursuant to the limited partnership agreement of AAP, the right to convert Class B Units into Class A Units does not expire.
- F3The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, L.P. ("PAA Management") and a limited partner of 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 (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.
- 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 Reporting Person's proportional interest in 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.