| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PACIFIC ENERGY PARTNERS LP [ PPX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/17/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/17/2006 | C | 1,544,136(1) | A | $0 | 3,088,273(2) | I | By LB Pacific, LP(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | 08/17/2006 | C | 1,544,136(1) | (5) | (6) | Common Units Representing Limited Partner Interests | 1,544,136 | $0 | 0 | I | By LB Pacific, LP(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The numbers of Common Units and Subordinated Units shown as converted is based on applying the proportionate interest of LB I 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. Each of Lehman Brothers Inc. and LB I Group Inc. may be deemed to beneficially own 98,499 of these Common Units; Lehman Brothers Merchant Banking Associates III L.P. and Lehman Brothers Merchant Banking Associates III LLC each may be deemed to beneficially own 1,228,605 of these Common Units; and Lehman Brothers Private Equity Advisers LLC may be deemed to beneficially own 217,032 of these Common Units, each of which is based on the indirect proportionate interest of such reporting person 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 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. |
| 3. The securities of the Issuer reported herein are held by LB Pacific LP. See Remark (1). |
| 4. 1-for-1 |
| 5. 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. |
| 6. None. |
| Remarks: |
| (1) - This report is filed jointly by Lehman Brothers Holdings Inc., Lehman Brothers Inc., LB I Group Inc., Lehman Brothers Merchant Banking Associates III LP, its general partner, Lehman Brothers Merchant Banking Associates III LLC, and Lehman Brothers Private Equity Advisers L.L.C. The reporting persons may be deemed to be directors of the Issuer by virtue of LB Pacific LP's ownership of 100% of the equity interests in the general partner of the Issuer, but such status is not acknowledged. Lehman Brothers Holdings Inc. owns: (i) 100% of Lehman Brothers Inc., which owns 100% of LB I Group Inc., which owns, directly or indirectly, 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 1.2% of each of LB Pacific GP, LLC and LB Pacific, LP; (ii) 100% of Lehman Brothers Merchant Banking Associates III LLC, which owns 100% of Lehman Brothers Merchant Banking Associates III LP, which is the manager of several funds that own collectively approximately 47.0% of each of LB Pacific GP, LLC and LB Pacific, L.P.; and (iii) 100% of Lehman Brothers Private Equity Advisers L.L.C., which is the manager of a fund that owns approximately 8.3% of each of LB Pacific GP, LLC and LB Pacific, L.P. LB I Group Inc. is reporting on its own behalf and in its capacity as the general partner of the fund. Each of Lehman Brothers Merchant Banking Associates III L.P. and Lehman Brothers Private Equity Advisers L.L.C. is reporting in its capacity as manager of its funds. LB Pacific GP, LLC owns a 0.1% general partner interest in 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 securities of the Issuer reported herein except to the extent of its pecuniary interest therein. |
| Ashvin Rao, Authorized Signatory of Lehman Brothers Holdings, Inc. | 11/17/2006 | |
| Ashvin Rao, Authorized Signatory of Lehman Brothers Inc. | 11/17/2006 | |
| Ashvin Rao, Authorized Signatory of LB I Group Inc. | 11/17/2006 | |
| Ashvin Rao, Authorized Signatory of Lehman Brothers Private Equity Advisers LLC | 11/17/2006 | |
| Ashvin Rao, Authorized Signatory of Lehman Brothers Merchant Banking Associates III LLC, general partner of Lehman Brothers Merchant Banking Associates III L.P. | 11/17/2006 | |
| Ashvin Rao, Authorized Signatory of Lehman Brothers Merchant Banking Associates III LLC | 11/17/2006 | |
| ** 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. | ||