SEC Form 4 · accession 0001304186-19-000003

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

Dec 31, 2018

Accepted (ET)

Jan 3, 2019 · 4:35 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^F1,F2,F3,F4	Dec 31, 2018	J	324,803	$0.00	A	324,803	I	See footnotes
Class A Shares^F1,F2,F3,F4	Dec 31, 2018	J	324,803	$0.00	D	0	I	See footnotes
Class A Shares	holding	—	—		—	68,368	D
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 Shares^F5	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

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 Units^F6,F1,F2,F3	$0.00	Dec 31, 2018	M	324,803	D	—	—	Class A Shares	324,803	16,308,178	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 (QP), L.P. ("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 December 31, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 324,803 Class A Units.
F3The Reporting Person disclaims beneficial ownership of the securities held by KAFU, 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 1,640 Class A units. As a result, such Class A units were cancelled and 1,640 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.