0001237769-16-000037.txt : 20160128 0001237769-16-000037.hdr.sgml : 20160128 20160128184819 ACCESSION NUMBER: 0001237769-16-000037 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160126 FILED AS OF DATE: 20160128 DATE AS OF CHANGE: 20160128 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PLAINS GP HOLDINGS LP CENTRAL INDEX KEY: 0001581990 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 CLAY ST STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-646-4100 MAIL ADDRESS: STREET 1: 333 CLAY ST STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUCKETT W DAVID CENTRAL INDEX KEY: 0001239542 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36132 FILM NUMBER: 161370535 MAIL ADDRESS: STREET 1: SUITE 1400, 607 EIGHTH AVENUE S.W. CITY: CALGARY STATE: A0 ZIP: T2P 0A7 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-01-26 0001581990 PLAINS GP HOLDINGS LP PAGP 0001239542 DUCKETT W DAVID SUITE 1400, 607 EIGHTH AVENUE S.W. CALGARY A0 T2P 0A7 ALBERTA, CANADA 0 1 0 0 Pres. of subsidiary - PMC Class A Shares reprsenting limited partner interests 2016-01-26 4 M 0 2345327 0 A 2345327 D Class B Shares representing limited partner interests 1332144 I see footnotes Units in PAA GP Holdings LLC 1332144 I see footnotes Class B units in Plains AAP, L.P. 0 2016-01-26 4 M 0 2500000 0 D 2015-12-31 Class B Shares/Class A Units of Plains AAP, L.P. 2345327 1930961 D Class A Units in Plains AAP, L.P. 0 2016-01-26 4 M 0 2345327 0 A 2015-12-31 Class A Shares 2345327 2345327 D Class B Shares representing limited partner interests 0 2016-01-26 4 M 0 2345327 0 A 2015-12-31 Class A Shares 2345327 2345327 D Class A Units in Plains AAP, L.P. 0 2016-01-26 4 M 0 2345327 0 D 2015-12-31 Class A Shares 2345327 0 D Class B Shares representing limited partner interests 0 2016-01-26 4 M 0 2345327 0 D 2015-12-31 Class A Shares 2345327 0 D Class A Units in Plains AAP, L.P. 0 Class A Shares 1332144 1332144 I see footnotes ) Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), after December 31, 2015, a holder of vested Class B Units of AAP (the "Class B Units") may convert, from time to time, such Class B Units into an equal number of Class A Units of AAP (the "Class A Units") and Class B shares (the "Class B shares") of Plains GP Holdings, L.P. (the "Issuer"), at the then applicable conversion ratio. On 1/26/2016 the Reporting Person exercised his right to convert 2,500,000 Class B Units into 2,345,327 Class A Units and 2,345,327 Class B shares, at the current conversion ratio of 0.938. Pursuant to the limited partnership agreement of AAP, upon conversion of Class B Units into Class A Units and Class B shares, the Class A Units and Class B shares are then together exchangeable for an equal number of Class A shares of the Issuer (the "Class A shares"). On 1/26/2016, the Reporting Person elected to exchange 2,345,327 Class A Units and 2,345,327 Class B shares for 2,345,327 Class A shares. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, L.P. ("PAA Management"). As of the date of this Form 4, the Reporting Person holds an indirect ownership interest in the Issuer through his ownership in PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The limited partnership agreement of AAP provides that each limited partner of AAP, including PAA Management, will have the right, at any time and from time to time, to exchange (the "Exchange Right") its Class A Units in AAP, together with a like number of Class B shares and units of the Issuer's general partner (the "GP Units"), for Class A shares on a one-for-one basis. The Exchange Right does not expire and may be settled in cash at the option of the Issuer. As such, the Reporting Person may not be deemed to beneficially own the Class A shares reported herein. The number of Class A shares included in the table above represents the number of Class B shares, Class A Units and GP Units owned by PAA Management that are exchangeable for an equivalent number of Class A shares. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein. Pursuant to the limited partnership agreement of AAP, the rights to (a) convert Class B Units into Class A Units and Class B shares and (b) exchange Class A Units and Class B shares (acquired in a conversion from Class B Units) for Class A shares do not expire. /s/ W. David Duckett 2016-01-28