SEC Form 4 · accession 0001615619-16-000094
PLAINS GP HOLDINGS LP · PAGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard K. McGee
Officer — EVP, General Counsel & Sec.
Period of report
Sep 15, 2016
Accepted (ET)
Sep 19, 2016 · 6:36 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 | Sep 15, 2016 | D | 651,612 | D | — | — | Class A Shares | 613,383 | 0 | D |
| Class B Units in Plains AAP, L.P.F1,F2,F3 | $0.00 | Sep 15, 2016 | A | 651,612 | A | — | — | Class A Shares | 613,383 | 651,612 | 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 accounting and reporting purposes) in the deemed cancellation of the original Class B Units and deemed grant of replacement Class B Units described in footnote (2) below. The original Class B Units were granted on March 28, 2013.
- F2Prior to the date hereof, 75% of the Class B Units had been earned (entitled to receive distributions). As modified, the remaining 25% of the Class B Units will become earned on the first date subsequent to March 31, 2017 upon which Plains All American Pipeline, L.P. ("PAA") pays an annualized quarterly distribution of $2.20 per common unit and PAA generates 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).
- F3The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to January 1, 2021. If Reporting Person remains employed after such date, 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.