SEC Form 4/A · accession 0001638397-16-000088

PLAINS GP HOLDINGS LP · PAGP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Robert V Sinnott

Director

Period of report

Feb 10, 2016

Accepted (ET)

Feb 16, 2016 · 7:49 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,F5}	Feb 10, 2016	A	17,116,678	$0.00	A	17,116,678	I	See Footnotes
Class A Shares^F6	Feb 10, 2016	A	1,487,244	$0.00	A	1,487,244	I	Rosa Sinnott 2010 GRAT dtd 1/28/10 John Sinnott, TTEE
Class A Shares^F6	Feb 10, 2016	A	1,487,244	$0.00	A	1,487,244	I	Robert Sinnott 2010 GRAT dtd 1/28/10 John Sinnott, TTEE
Class A Shares^F7	Feb 10, 2016	P	200,000	$5.65	A	200,000	I	See Footnote
Class A Shares^F8	Feb 10, 2016	P	100,000	$5.72	A	100,000	I	See Footnote
Class A Shares^{F1,F2,F3,F4,F5}	Feb 10, 2016	J	17,116,678	$0.00	D	0	I	See Footnotes
Class A Shares^{F1,F2,F3,F4,F5}	Feb 11, 2016	A	704,075	$0.00	A	704,075	I	See Footnotes
Class A Shares^{F1,F2,F3,F4,F5}	Feb 11, 2016	J	704,075	$0.00	D	0	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class A Units in Plains AAP, L.P.^{F1,F2,F3,F4,F5}	$0.00	Feb 10, 2016	M	20,091,166	D	—	—	Class A Shares	20,091,166	75,607,913	I
Class A Units in Plains AAP, L.P.^{F1,F2,F3,F4,F5}	$0.00	Feb 11, 2016	M	704,075	D	—	—	Class A Shares	704,075	74,903,838	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, L.P., KAFU Holdings (QP), L.P., and KAFU Holdings II, L.P. (collectively, "KAFU"). Further the Reporting Person is the Chief Executive Officer 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 and KACALP as applicable
F2In connection with the initial public offering of the Issuer, the limited partnership agreement of AAP was amended and restated to provide that each limited partner of AAP, including KAFU and 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. The Exchange Right may be settled in cash at the option of the Issuer and, as a result the Reporting person may not be deemed to beneficially own any Class A shares reported herein. Nonetheless, the number of derivative securities included in the table above represents the number of Class B shares owned by KAFU and KACALP, that are potentially exchangeable for an equivalent number of Class A shares
F3The Reporting Person disclaims beneficial ownership of the securities held by KAFU and KACALP, except to the extent of his pecuniary interest therein.
F4The Reporting Person may have been deemed to beneficially own the AAP Units held by KAFU prior to the consummation of the initial public offering of the Issuer. The AAP Units, collectively with the Class B shares and the GP Units, constitute the derivative security as described herein.
F5The reported transactions involve in-kind distributions to redeeming limited partners of KAFU, other than distributions to accounts in which the Reporting Person has a beneficial ownership interest (see note 6). Such redemptions are made in-kind with Class A shares.
F6Represents that portion of the Class A shares converted by KAFU in which the Reporting Person has a beneficial ownership interest, which are in addition to the Class A shares addressed in footnote 5.
F7Cliffwood Energy Partners, L.P. is a family investment vehicle. Mr. Sinnott is the managing member of the general partner. Class A shares were purchased in the open market at prices between $5.52 and $5.83 per share.
F8Robert and Rosa Sinnott Living Trust dtd 10/24/97, Robert V. Sinnott and Rosa K. Sinnott, Trustees. Class A shares were purchased in the open market at prices between $5.52 and $5.83 per share.