SEC Form 3 · accession 0001615619-19-000024
PLAINS GP HOLDINGS LP · PAGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeremy L. Goebel
Officer — EVP - Commercial
Period of report
Mar 1, 2019
Accepted (ET)
Mar 4, 2019 · 5:48 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 | holding | — | — | — | 1,314 | D |
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 of Plains AAP, L.P.F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Shares | 35,350 | — | D |
Explanation of responses
- F1The Class B Units in Plains AAP, L.P. represent a profits interest. 25% of the Class B Units will become earned (entitled to receive distributions) when Plains All American Pipeline, L.P. ("PAA") generates DCF on a trailing four-quarter basis of $2.50 per unit. The remaining 75% of the Class B units are already earned. The 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, the Class B Units will be deemed to have vested.
- F2Reporting Person has the right to convert his vested Class B Units into Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. at a conversion ratio 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.