SEC Form 4 · accession 0001615619-16-000092
PLAINS GP HOLDINGS LP · PAGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Willie CW Chiang
Officer — EVP & COO (U.S.)
Period of report
Aug 30, 2016
Accepted (ET)
Aug 31, 2016 · 6:54 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Units in Plains AAP, L.P.F1,F2,F3 | $0.00 | Aug 30, 2016 | D | 1,000,000 | D | — | — | Class A Shares | 941,332 | 0 | D |
| Class B Units in Plains AAP, L.P.F1,F2,F3 | $0.00 | Aug 30, 2016 | A | 1,000,000 | A | — | — | Class A Shares | 941,332 | 1,000,000 | D |
Explanation of responses
- F1The terms of the Class B Units in Plains AAP, L.P., which represent a profits interest, have been modified, resulting (for reporting and accounting purposes) in the deemed cancellation of the original Class B Units and deemed grant of replacement Class B Units described in footnotes (2) and (3) below. The original Class B Units were granted on August 24, 2015.
- F2As modified, the Class B Units become earned (entitled to receive distributions) as follows: (i) subsequent to March 31, 2017, 50% upon the payment by Plains All American Pipeline, L.P. ("PAA") of an annualized quarterly distribution of $2.20 per common unit and the generation by PAA of distributable cash flow of $1.5 billion or more on a trailing four quarter basis (subject to adjustment under certain circumstances to account for significant asset sales); (ii) 25% upon the payment by PAA of an annualized quarterly distribution of $2.50 per common unit; and (iii) 25% upon the payment by PAA of an annualized quarterly distribution of $2.80 per common unit.
- F3The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to December 31, 2022. If Reporting Person remains employed after such date or his employment is terminated under certain circumstances prior to December 31, 2018, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.