Edgar Filing: PLAINS GP HOLDINGS LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SINNOTT ROBERT V

2. Issuer Name and Ticker or Trading Symbol
PLAINS GP HOLDINGS LP [PAGP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1800 AVE OF THE STARS, 3RD FLR

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2016

(Street)

LOS ANGELES, CA 90067

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Shares	02/10/2016		A		17,562,144	A	$ 0	17,562,144	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Class A Shares	02/10/2016		A		1,487,244	A	$ 0	1,487,244	I	Rosa Sinnott201 GRAT dtd 1/28/10 John Sinnott, TTEE ⁽⁶⁾
Class A Shares	02/10/2016		A		1,487,244	A	$ 0	1,487,244	I	Robert Sinnott 2010 GRAT dtd 1/28/10 John Sinnott, TTEE ⁽⁶⁾
Class A Shares	02/10/2016		P		200,000	A	$ 5.65	200,000	I	See Footnote ⁽⁷⁾
Class A Shares	02/10/2016		P		100,000	A	$ 5.72	100,000	I	See Footnote ⁽⁸⁾
Class A. Shares	02/11/2016		A		704,075	A	$ 0	704,075	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Class A Shares	02/10/2016		J		17,562,144	D	$ 0	0	I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	See Footnotes
Class A Shares	02/11/2016		J		704,072	D	$ 0	0	I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	See Footnotes

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Units in Plains AAP, L.P.

$ 0

02/10/2016

M⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

20,536,632

⁽¹⁾⁽²⁾

Class A Shares

20,536,632

$ 0

75,162,447

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Class A Units in Plains AAP, L.P.

$ 0

02/11/2016

M⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

704,075

⁽¹⁾⁽²⁾

Class A Shares

704,075

$ 0

74,458,372

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SINNOTT ROBERT V 1800 AVE OF THE STARS 3RD FLR LOS ANGELES, CA 90067	X

Signatures

Robert V. Sinnott		02/12/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	As 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 which is also an affiliate of FRCI, LLC ("FRCI")by virtue of common ownership. The Reporting Person may be deemed to be the beneficial owner of all of the interests held by KAFU and KACALP as applicable.
(2)	In 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
(3)	The Reporting Person disclaims beneficial ownership of the securities held by KAFU and KACALP, except to the extent of his pecuniary interest therein.
(4)	The 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.
(5)	The 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.
(6)	Represents 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.
(7)	Cliffwood 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.
(8)	Robert 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.

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