SEC Form 4 · accession 0001590015-15-000002
PLAINS GP HOLDINGS LP · PAGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
KAYNE ANDERSON CAPITAL ADVISORS LP
Director · 10% Owner
KAFU HOLDINGS, L.P.
Director · 10% Owner
KAFU Holdings II, L.P.
Director · 10% Owner
Period of report
Mar 26, 2015
Accepted (ET)
Mar 30, 2015 · 8:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001581990
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| See FootnotesF1,F2 | $0.00 | Mar 26, 2015 | J | 565,793 | A | — | — | Class A Shares | 565,793 | 101,881,732 | D |
Explanation of responses
- F1Kayne Anderson Capital Advisors, L.P. ("KACALP") holds Class B shares representing limited partner interests in Plains GP Holdings L.P. (the "Issuer"), an equivalent number of units representing limited liability company interests of the Issuer's general partner ("GP Units"), and an equivalent number of Class A units representing limited partner interests in Plains AAP, L.P. ("AAP"). The limited partnership agreement of AAP was amended and restated to provide that each limited partner of AAP, including KACALP, will have 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 Class B shares and the GP Units, for a like number of Class A shares of the Issuer.
- F2KACALP is the manager of the general partner of KAFU Holdings, L.P. and KAFU Holdings II, L.P. (collectively, "KAFU") and may be deemed to beneficially own the Class B shares, Class A units in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.
- F3The reported transaction is an in-kind distribution to KACALP. Such distribution represents KACALP's realized interest in the incentive allocation earned as managing member of KA Fund Advisors, LLC, manager of KA First Reserve XII, LLC.