SEC Form 4 · accession 0001304186-17-000010
PLAINS GP HOLDINGS LP · PAGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert V Sinnott
Director
Period of report
Jun 30, 2017
Accepted (ET)
Jul 5, 2017 · 4:07 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 SharesF1,F2,F3,F4 | Jun 30, 2017 | A | 374,790 | $0.00 | A | 374,790 | I | See footnotes |
| Class A SharesF1,F2,F3,F4 | Jun 30, 2017 | J | 374,790 | $0.00 | D | 0 | I | See footnotes |
| Class A Shares | holding | — | — | — | 558,492 | I | Rosa Sinnott 2010 GRAT dtd 1/28/10 John Sinnott, TTEE | |
| Class A Shares | holding | — | — | — | 558,492 | I | Robert Sinnott 2010 GRAT dtd 1/28/10 John Sinnott, TTEE | |
| Class A SharesF5 | holding | — | — | — | 75,104 | I | Cliffwood Energy Partners | |
| Class A Shares | holding | — | — | — | 37,552 | I | Robert and Rosa Sinnott Living Trust dtd 10/24/97, Robert V. Sinnott and Rosa R. Sinnott Trustees | |
| Class A SharesF3,F7 | holding | — | — | — | 257,624 | 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 Shares/Class A Units/GP UnitsF6,F1,F2,F3 | $0.00 | Jun 30, 2017 | M | 374,790 | D | — | — | Class A Shares | 374,790 | 22,261,457 | I |
Explanation of responses
- F1As 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 KAFU Holdings, L.P., KAFU Holdings (QP), L.P., and KAFU Holdings II, L.P. (collectively, "KAFU"). Further the Reporting Person is the Co-Chairman of Kayne Anderson Capital Advisors, L.P. ("KACALP"), an SEC registered investment adviser and the managing member of KAFU. The Reporting Person may be deemed to be the beneficial owner of all of the interests held by KAFU.
- F2The Eighth Amended and Restated limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A Units in AAP, together with a like number of associated Class B Shares in the Issuer and GP Units in PAA GP Holdings LLC, for a like number of Class A Shares of the Issuer. On June 30,2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 374,790 Class A Shares.
- F3The Reporting Person disclaims beneficial ownership of the securities held by KAFU and KACALP, except to the extent of his pecuniary interest therein.
- F4The reported transactions involve in-kind distributions to redeeming limited partners of KAFU Holdings (QP), L.P.
- F5Cliffwood Energy Partners, L.P. is a family investment vehicle. Mr. Sinnott is the managing member of the general partner.
- F6In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 959 Class A Units. As a result, such Class A Units were cancelled and 959 Common Units of Plains All American Pipeline, L.P. were distributed by AAP to KAFU. The number of derivative securities owned reflects both the exchange transaction reported herein and the simultaneous redemption transaction.
- F7Shares held by KACALP. The Reporting Person is Co-Chairman of KACALP and may be deemed to beneficially own the Class A Shares.