SEC FORM 4

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

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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^*

VALERO ENERGY CORP/TX

(Last)

(First)

(Middle)

ONE VALERO WAY

(Street)

SAN ANTONIO

78249

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VALERO GP HOLDINGS LLC [ VEH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2006

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)
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)
Units representing limited liability company interests	12/22/2006		S		20,550,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D	$21.62	4,700,000	I	See footnotes.⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Units representing limited liability company interests	12/22/2006		S		4,700,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D	$21.62	0	I	See footnotes.⁽¹⁾⁽²⁾⁽³⁾⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

VALERO ENERGY CORP/TX

(Last)

(First)

(Middle)

ONE VALERO WAY

(Street)

SAN ANTONIO

78249

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Diamond Shamrock Refining & Marketing CO

(Last)

(First)

(Middle)

ONE VALERO WAY

(Street)

SAN ANTONIO

78249

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. As of December 22, 2006, Valero Energy Corporation directly or indirectly owned 100% of each of Diamond Shamrock Refining and Marketing Company ("DSRMC") and Sigmor Corporation ("Sigmor").

2. At the closing of an underwritten public offering of Units pursuant to the registration statement on Form S-1 (File No. 333-1338810) (the "Offering") on December 22, 2006, the underwriters purchased an aggregate of 20,550,000 Units: 17,226,636 Units from DSRMC and 3,323,364 Units of Sigmor.

3. Concurrently with the closing of the Offering on December 22, 2006, William E. Greehey purchased 4,700,000 unregistered Units from DSRMC (the "Private Sale").

4. After the closing of the Offering and the concurrent Private Sale, DSRMC and Valero Energy Corporation no longer own any of the outstanding Units of Valero GP Holdings, LLC and, therefore, are no longer subject to Section 16.

	Jay D. Browning, Senior Vice President and Secretary of Valero Energy Corporation	12/22/2006
	Jay D. Browning, Senior Vice President and Secretary of Diamond Shamrock Refining and Marketing Company	12/22/2006
	** 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).
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