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* FIRST RESERVE GP X INC (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (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) X Director 10% Owner Officer (give title below) X Other (specify below) See Remarks (1), (2), below
	3. Date of Earliest Transaction (Month/Day/Year) 08/14/2006
	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 Representing Limited Partner Interests	08/14/2006		C		1,072,114(1)(2)	A	$0.00(1)	2,144,228(3)	I	See Remark (1) Below

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	(4)	08/14/2006		C			1,072,114(5)(6)	(6)	(7)	Common Units Representing Limited Partner Interests	1,072,114(5)	$0.00(6)	0	I	See Remark (1), below

1. Name and Address of Reporting Person* FIRST RESERVE GP X INC (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) X Other (specify below) See Remarks (1), (2), below

1. Name and Address of Reporting Person* FIRST RESERVE GP X LP (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) X Other (specify below) See Remarks (1), (2)

1. Name and Address of Reporting Person* First Reserve Pacific Holdings AIV, L.P. (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) X Other (specify below) See Remarks (1), (2)

Explanation of Responses:

1. These Common Units automatically converted from Subordinated Units of the Issuer (pursuant to their terms as set forth in the Issuer's partnership agreement) following the Issuer's distribution of available cash to its partners in respect of the quarter ending on June 30, 2006.

2. The number of Common Units acquired by the Reporting Persons is based on applying the proportionate interest of the First Reserve Entities (as defined in Remark (1)) in LB Pacific LP to the aggregate number of Common Units acquired by LP Pacific LP upon the August 14, 2006 Subordinated Unit conversion.

3. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein.

4. 1-for-1.

5. The number of Subordinated Units disposed of by the Reporting Persons (and the number of Common Units underlying such Subordinated Units) is based on applying the proportionate interest of the First Reserve Entities (as defined in Remark (1)) in LB Pacific LP to the aggregate number of Subordinated Units held by LB Pacific LP that were converted into Common Units on August 14, 2006.

6. These Subordinated Units automatically converted into Common Units of the Issuer (pursuant to their terms as set forth in the Issuer's partnership agreement) following the Issuer's distribution of available cash to its partners in respect of the quarter ending on June 30, 2006.

7. None.

Remarks:

(1) First Reserve GP X, Inc. ("First Reserve") is the general partner of First Reserve GP X, L.P. ("GP X"). GP X is the general partner of First Reserve Pacific Holdings AIV, L.P. ("Holdings LP"). Holdings LP directly owns a 40.94% limited partner interest in LB Pacific, LP ("LB LP") and a 40.98% membership interest in LB Pacific GP, LLC ("LB LLC"). The Common Units and Subordinated Units of the Issuer that are the subject of this Form 4 are directly owned by LB LP. LB LLC is the sole general partner of LB LP. LB LP is the sole limited partner of Pacific Energy GP, LP, which is the sole general partner of the Issuer. LB LP is also the sole owner of Pacific Energy Management, LLC, which is the sole general partner of Pacific Energy GP, LP. GP X and Holdings LP are controlled by First Reserve. GP X and Holdings LP are collectively referred to herein as the "First Reserve Entities." (2) The Reporting Persons have included the designation of "Director" in order to satisfy potential filing obligations in the event any such Reporting Persons are deemed to be a director of the Issuer by deputization.

	Anne E. Gold, Assistant Secretary of First Reserve GP X, Inc., is signing on its behalf as the designated filer, and on behalf of the First Reserve Entities as defined in Remark (1), above.	08/16/2006
	Anne E. Gold, In the Capacity Described Above	08/16/2006
	Anne E. Gold, In the Capacity Described Above	08/16/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.