SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* LEHMAN BROTHERS HOLDINGS INC (Last) (First) (Middle) 745 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PACIFIC ENERGY PARTNERS LP [ PPX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Remark (1).
	3. Date of Earliest Transaction (Month/Day/Year) 05/11/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Units	05/11/2006		S		285,409(1)	D	$31.4(2)	1,544,136(3)	I	By LB Pacific, LP(4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Subordinated Units Representing Limited Partner Interests	(5)	05/11/2006		S			285,409(1)	(6)	(7)	Common Units Representing Limited Partner Interests	285,409	$30.46(2)	1,544,136(8)	I	By LB Pacific, LP(4)
Subordinated Units Representing Limited Partner Interests	(5)	05/11/2006		S			570,818(1)	(9)	(7)	Common Units Representing Limited Partner Interests	570,818	$28.89(2)	3,088,272(10)	I	By LB Pacific, LP(4)

1. Name and Address of Reporting Person* LEHMAN BROTHERS HOLDINGS INC (Last) (First) (Middle) 745 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remark (1).

1. Name and Address of Reporting Person* LEHMAN BROTHERS INC// (Last) (First) (Middle) 745 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remark (1).

1. Name and Address of Reporting Person* LB I GROUP INC (Last) (First) (Middle) 745 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remark (1).

Explanation of Responses:

1. On May 11, 2006, LB I Group Inc. sold 10.9% of the limited partner interests in LB Pacific LP, which directly owns the Common Units and Subordinated Units. LB I Group also sold 10.9% of the membership interests in LB Pacific GP, LLC, which owns the .1% general partner interest in LB Pacific, LP. The transaction reported herein is the indirect disposition of Subordinated Units and Common Units held by LB Pacific LP by virtue of the disposition of equity interests in LB Pacific LP and LB Pacific GP LLC. The numbers of Common Units and Subordinated Units shown as disposed of is based on applying the decrease in proportionate interest of LBI Group Inc. in LB Pacific LP, directly and indirectly through LB Pacific GP, LLC, to the respective numbers of Common Units and Subordinated Units held by LP Pacific LP.

2. The aggregate purchase price for the interests in LB Pacific, LP and LB Pacific GP, LLC was $29,250,000, and an allocation of a portion of the aggregate purchase price to the Subordinated Units based on estimates of the relative fair market values of assets results in a price of $31.40 per Common Unit, a price of $30.46 per Subordinated Unit that becomes convertible on or after June 30, 2006, and a price of $28.89 per Subordinated Unit that becomes convertible on or after June 30, 2007.

3. Each of Lehman Brothers Inc. and LB I Group Inc. may be deemed to beneficially own 98,499 of these Common Units, which is based on the indirect proportionate interest of LB I Group Inc., following the reported transactions, in such Common Units by virtue of its direct and indirect equity interest in LB Pacific LP. Lehman Brothers Holdings Inc. may be deemed to have beneficial ownership of the same securities through its 100% equity interest in Lehman Brothers Inc. In addition, Lehman Brothers Holdings Inc. may be deemed to have a beneficial ownership interest in 1,445,637 additional Common Units attributable to an additional direct and indirect proportionate interest in LB Pacific LP held by investment funds managed by direct and indirect subsidiaries of Lehman Brothers Holdings Inc., as to which it disclaims beneficial ownership except to the extent of its pecuniary interest therein.

4. The Subordinated Units and Common Units reported herein are held by LB Pacific, LP. See Remark (1).

5. 1-for-1

6. These Subordinated Units are convertible into Common Units of the Issuer immediately after the distribution of available cash to partners in respect of any quarter ending on or after June 30, 2006, assuming certain financial tests in the Issuer's partnership agreement have been satisfied.

7. None.

8. Each of Lehman Brothers Inc. and LB I Group Inc. may be deemed to beneficially own 98,499 of these Subordinated Units, which is based on the indirect proportionate interest of LBI Group Inc., following the reported transactions, in such Subordinated Units by virtue of its direct and indirect equity interest in LB Pacific LP. Lehman Brothers Holdings Inc. may be deemed to have beneficial ownership of the same securities through its 100% equity interest in Lehman Brothers Inc. In addition, Lehman Brothers Holdings Inc. may be deemed to have a beneficial ownership interest in 1,445,637 additional Subordinated Units convertible on the same basis attributable to an additional direct and indirect proportionate interest in LB Pacific LP held by investment funds managed by direct and indirect subsidiaries of Lehman Brothers Holdings Inc., as to which it disclaims beneficial ownership except to the extent of its pecuniary interest therein.

9. These Subordinated Units are convertible into Common Units of the Issuer immediately after the distribution of available cash to partners in respect of any quarter ending on or after June 30, 2007, assuming certain financial tests in the Issuer's partnership agreement have been satisfied.

10. Each of Lehman Brothers Inc. and LB I Group Inc. may be deemed to beneficially own 196,997 of these Subordinated Units, which is based on the indirect proportionate interest of LBI Group Inc., following the reported transactions, in such Subordinated Units by virtue of its direct and indirect equity interest in LB Pacific LP. Lehman Brothers Holdings Inc. may be deemed to have beneficial ownership of the same securities through its 100% equity interest in Lehman Brothers Inc. In addition, Lehman Brothers Holdings Inc. may be deemed to have a beneficial ownership interest in 2,891,276 additional Subordinated Units convertible on the same basis attributable to an additional direct and indirect proportionate interest in LB Pacific LP held by investment funds managed by direct and indirect subsidiaries of Lehman Brothers Holdings Inc., as to which it disclaims beneficial ownership except to the extent of its pecuniary interest therein.

Remarks:

Remark (1) - This report is filed jointly by Lehman Brothers Holdings Inc., Lehman Brothers Inc. and LB I Group Inc. The reporting persons may be deemed to be directors of the Issuer by virtue of their equity interest in LB Pacific LP, which owns 100% of the equity interests in the general partner of the Issuer, but such status is not acknowledged. LB Pacific GP, LLC is the general partner of LB Pacific LP. Lehman Brothers Holdings Inc. owns 100% of Lehman Brothers Inc., which owns 100% of LB I Group Inc. Prior to this transaction reported herein, LB I Group Inc. owned approximately 13.4% of the equity interests in each of LB Pacific GP, LLC and LB Pacific LP. Following the transaction reported herein, LB I Group Inc. owns approximately 2.5% of each of LB Pacific GP, LLC and LB Pacific, LP. and is the manager of an investment fund that owns approximately 1.25% of each of LB Pacific GP, LLC and LB Pacific, LP. LB Pacific, LP indirectly owns all of the general partner interest in the Issuer and directly all of the subordinated units representing limited partner interests in the Issuer. Each reporting person disclaims beneficial ownership of the Subordinated Units except to the extent of its pecuniary interest therein.

	Barrett DiPaolo, Vice President of Lehman Brothers Holdings, Inc.	05/16/2006
	Barrett DiPaolo, Senior Vice President of Lehman Brothers, Inc.	05/16/2006
	Barrett DiPaolo, Senior Vice President of LB I Group Inc.	05/16/2006
	** Signature of Reporting Person	Date
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